INTEGRATED ANNUAL REPORT 2024 180 181 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Audit Committee Report The Board Audit Committee (BAC) was established with the objective of assisting the Board in an oversight role to help ensure effective financial management, financial accounting, internal control systems, whistleblowing policy and management process of the Group. COMPOSITION AND MEETING ATTENDANCE The BAC comprises three (3) members, the majority of whom are Independent Non-Executive Directors (INEDs) of the Company. The current composition of the BAC and qualifications of its members comply with Paragraph 15.09(1) of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities) which requires at least one (1) member of the BAC to be a qualified accountant. As at the date of this report, the composition of the BAC is as follows: Members Date of Appointment as BAC Member CHEW LIONG KIM Chairman Senior Independent Non-Executive Director 1 January 2022 (Re-designated as Chairman on 15 January 2024) MOHAMMAD SUHAIMI MOHD YASIN Member Independent Non-Executive Director 15 January 2024 WAN SHAMILAH WAN MUHAMMAD SAIDI Member Non-Independent Non-Executive Director 15 January 2024 The BAC Chairman, Chew Liong Kim and the member of BAC, Wan Shamilah Wan Muhammad Saidi are qualified accountants. Chew Liong Kim is a member of the Malaysian Institute of Accountants (MIA) and a Fellow Chartered Accountant of the Chartered Accountants Australia and New Zealand. Wan Shamilah Wan Muhammad Saidi is a Fellow of Institute of Chartered Accountants in England & Wales and a member of MIA. CHEW LIONG KIM Chairman Board Audit Committee The Committee supports the Board in fulfilling its oversight responsibilities by ensuring the integrity of financial reporting, evaluating the effectiveness of risk management and internal controls, and addressing ethics and compliance matters. To accomplish this, we assess the independence and quality of the external auditor, monitor the performance of the internal audit function, and conduct onsite visits including to assets under construction, to evaluate risks and explore opportunities. Additionally, we are committed to strengthening climate-related disclosures in our financial reporting to improve transparency and accountability. Dear Valued Shareholders, Board Audit Committee Report The BAC met five (5) times in FY2024. Details of each BAC member’s attendance are as follows: The President & Group CEO is invited to attend the BAC meetings to facilitate discussions, as well as to provide explanation on audit issues, financials, internal controls as well as other matters within the BAC’s Terms of Reference (TOR). The Group Chief Audit Executive, Group Internal Audit (GIA) of PETRONAS or her representative and the Head, GIA of MISC are also invited to the BAC meetings, together with the relevant management personnel, to observe the proceedings and provide clarification on any relevant internal audit reports tabled to the BAC. The external auditors are invited to present their audit plan, audit results and other relevant matters. The BAC meetings, together with the tentative agendas, are scheduled in advance of any new financial year to allow the BAC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BAC members via a secured collaborative software, which eases the process of distributing meeting papers and minimises leakage of sensitive information, and enables the BAC members to have access to the papers electronically at any given time. This practice is also consistent with the Board’s and Company’s commitment to sustainable practices. For the management of conflicts of interest (COI), BAC members are required to declare interests that they may have in the subject matters arising during meetings. BAC member who has COI will be excluded from deliberations and decision-making in such matters and will also abstain from voting on the related resolutions at the meeting. All proceedings of the BAC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. TERMS OF REFERENCE The BAC is governed by its own TOR, which is consistent with the requirements of the MMLR of Bursa Securities and best practices of the Malaysian Code on Corporate Governance (MCCG). SUMMARY OF THE BAC’S WORK IN 2024 2024 has been marked by significant achievements and progress in our financial management, internal control systems, and corporate governance practices. The BAC focused on enhancing our corporate governance framework by reviewing related party transactions and recurrent related party transactions, ensuring they are conducted on fair and reasonable commercial terms. For more information on the BAC’s TOR, please refer to the MISC corporate website at www.miscgroup.com. CHEW LIONG KIM Number of meetings attended in FY2024 5/5 MOHAMMAD SUHAIMI MOHD YASIN Number of meetings attended in FY2024 5/5 WAN SHAMILAH WAN MUHAMMAD SAIDI Number of meetings attended in FY2024 4/5
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