(b) Invited the Finance Director to all ARMC meetings to facilitate direct communication as well as to provide clarification on the financial results of the Group, the changes in or implementation of major accounting policy changes. (3) Internal Audit (a) Met with the internal auditors two (2) times during the year without the presence of any Executive Directors or Management of the Group; (b) Reviewed the internal audit plan, the adequacy of the scope and coverage of audit activities of the Group, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; (c) Reviewed and deliberated on the audit findings in the internal audit reports tabled during the year, the audit recommendations made and Management’s responses and/or actions taken to these recommendations. The ARMC briefed the Board on audit findings, sought clarifications from the Executive Directors on internal control matters and provided its views and recommendations on areas where improvements could be made; (d) Assessed the competency, experience and resources of Axcelasia ESG Sdn. Bhd. (formerly known as Mainstreet Governance Sdn. Bhd.)(“Axcelasia ESG”) prior to the change of internal auditors from Tricor Axcelasia Sdn. Bhd. to Axcelasia ESG to undertake the internal audit function of the Group; and (e) Reviewed the performance of the internal audit function. (4) Related Party Transactions and Conflict of Interest (a) Reviewed related party transactions (“RPTs”) on a quarterly basis and also the internal audit report on RPTs to ascertain that the review procedures established to monitor the RPTs have been complied with. The Management presented the RPTs reports detailing the parties to the RPTs, the nature and quantum of the RPTs to the ARMC quarterly for their review; (b) Reviewed and considered any conflict of interest and potential conflict of interest situations that may arise within the Company and the Group on a quarterly basis, including any transactions, procedure or course of conduct that may raise questions of Management integrity; and (c) Reviewed the 2024 Circular to Shareholders in relation to the renewal of shareholders’ mandate for Recurrent RPT, prior to its recommendation to the Board of Directors for approval. (5) Risk Management and Internal Control (a) Reviewed the risk management and internal control framework, policies and process, and recommended for approval by the Board; (b) Discussed with the Management, the material key risks affecting the Group, the mitigation plans and strategies implemented by Management and the residual risk scores of these risks; and (c) Reviewed the adequacy and effectiveness of risk management, internal control and governance systems put in place in the Group. (6) Others (a) Reviewed the following statements/reports and recommended the same to the Board for inclusion in the Annual Report: (i) Statement on Risk Management and Internal Control; and (ii) Audit and Risk Management Committee Report. (b) Reviewed the Conflict of Interest Policy, External Auditor Policy and Terms of Reference of the ARMC. AUDIT AND RISK MANAGEMENT COMMITTEE REPORT 067 ANNUAL REPORT 2024
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