129 ANNUAL REPORT 2023 MST GOLF GROUP BERHAD AUDIT AND RISK MANAGEMENT COMMITTEE REPORT ARMC The ARMC comprises solely of INED, with its Chairperson being a member of the Malaysian Institute of Accountants (MIA). Mr. Poh is a qualified accountant and a member of the Chartered Institute of Management Accountants (CIMA), hence, aligning with the MMLR of Bursa Malaysia’s Paragraph 15.09(1)(C) that mandates at least one ARMC member to be a qualified accountant. During the financial year ended 31 December 2023, the ARMC convened four (4) meetings with the participation of the Group’s Chief Financial Officer, Manager of Risk and Control, Head of Sustainability, and other members of the management as and when necessary. The Executive Directors attended upon invitation by the ARMC. The Company Secretary was present in all the meetings. The Board established the ARMC with the primary function to assist the Board in fulfilling its statutory and fiduciary duties and overseeing activities relating to the Group’s financial management and reporting process, monitoring and evaluation of internal and external audit processes, system of internal controls and risk management within the Group. The ARMC fulfils its responsibilities by scrutinising financial reporting practices, assessing internal control systems and evaluating both internal and external audit processes to ensure independence. Additionally, the committee plays a crucial role in reviewing conflict of interest situations and related party transactions, upholding transparency and ethical standards. It is important to note that the establishment of the ARMC does not absolve the Board of its ultimate statutory and fiduciary responsibilities. For detailed information on the ARMC’s composition, including names, designations, meeting details and attendance records, please refer to page 118 of this Report. Summary of Work The summary of works and main activities undertaken by the ARMC for the financial year ended 31 December 2023 are described below: • Reviewed and discussed with management the unaudited quarterly financial performance and audited financial statements of the Group before recommending the same to the Board for consideration and approval. • Reviewed the External Auditors’ scope of work and audit plan for the year. • Reviewed the External Auditors’ terms of reference of their appointment, independence, performance and their audit as well as non-audit related fees before recommending the same to the Board for consideration and approval. • Held a meeting with the External Auditors on 22 November 2023 without the presence of Management to allow the External Auditors to discuss any issues arising from audit exercise or any other matters, which the External Auditors wished to raise. • Reviewed the appointment of the Group’s internal auditor, their competency and resources. • Evaluated the internal auditor’s proposed internal audit plan before recommending the same to the Board for consideration and approval. • Held a meeting with the Internal Auditors on 26 February 2024 without the presence of Management for discussions on audit-related matters and activities of the internal audit function. • Reviewed the Group’s risk management framework process, planning and internal control procedures to ensure a sound system of risk management and internal control is in place to safeguard shareholders’ investments and assets of the Group. • Reviewed the key risks identified by the Management through the risk assessment reports to determine the adequacy of the actions taken to address and mitigate the risks. • Reviewed the Group’s sustainability mission, materiality assessment, status and progress. • Reviewed on a quarterly basis the related party transactions entered into by the Company, including the circular for recurring related party transaction before recommending the same to the Board for consideration and approval. • Reviewed the proposed declaration of dividend. • Reviewed the Group’s audited financial statement for the financial year ended 31 December 2022. The ARMC Report was made in accordance with a resolution of the Board approved on 17 April 2024. Poh Ying Loo Chairman (Independent Non-Executive Director) Alice Lee Chia Yee Member (Independent Non-Executive Director) Appointed on 1 June 2023 Datin Suryani Binti Ahmad Sarji Member (Independent Non-Executive Director) Appointed on 1 June 2023 PRINCIPLE B EFFECTIVE AUDIT AND RISK MANAGEMENT Appointed on 1 June 2023
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