121 ANNUAL REPORT 2024 MST GOLF GROUP BERHAD MEETINGS In FY2024, the AC convened seven meetings (six as ARMC and one as AC), all with full attendance of the AC members. Director Meeting Attendance Poh Ying Loo 7/7 Datin Suryani Binti Ahmad Sarji 7/7 Alice Lee Chia Yee 7/7 By invitation of the AC as and when necessary, the AC meetings were also attended by the Executive Directors, Group CEO, the Group’s chief financial officer (“CFO”), Head of Risk and Control, Head of Sustainability and other management representatives. The Company Secretary was present to assume the role of the secretary to the AC in all the meetings. The AC Chairman reported to the Board on matters deliberated during the AC meetings and the recommendations for the Board’s consideration and approval. The minutes of each AC meeting were recorded and tabled for confirmation at the subsequent AC meeting. The external auditors attended three of the seven AC meetings. In two of those meetings, the AC had private discussions with the external auditors without the presence of EDs and management to discuss any issues relating to audit or any significant matters that could affect the Group. The internal auditors attended four of the seven AC meetings. In all four of those meetings, the AC had private discussions with the internal auditors without the presence of EDs and management to discuss any issues or significant matters relating to internal audit. SUMMARY OF ACTIVITIES The summary of works and activities undertaken by the AC in FY2024 are as follows: (a) Reviewed before recommending to the Board, the Group’s audited financial statement for the financial year ended 31 December 2023. (b) Reviewed before recommending to the Board, the relevant contents of the Company’s annual report for the financial year ended 31 December 2023. (c) Reviewed and discussed with management before recommending to the Board, the unaudited quarterly financial performance and audited financial statements of the Group. (d) Reviewed on a quarterly basis the related party transactions entered into by the Company, including the circular for recurring related party transaction. (e) Reviewed on a quarterly basis the Directors’ and key senior management’s conflict of interest situation and/or potential conflict of interest situation. (f) Reviewed the proposed dividend and solvency before recommending to the Board, the proposed declaration of dividend to shareholders. (g) Reviewed and evaluated before recommending to the Board, the external auditors’ terms of reference of appointment, independence and performance and their audit as well as nonaudit related fees. (h) Reviewed before recommending to the Board, the external auditors’ scope of work and audit plan for the year to ensure alignment with the Group’s financial reporting requirements, assess key areas of audit focus and confirm the adequacy of audit coverage. (i) Reviewed before recommending to the Board, the internal auditor’s proposed internal audit plan to ensure it effectively addresses key risk areas, aligns with the Group’s strategic objectives and supports the enhancement of internal controls. (j) Reviewed internal audit reports, including key audit findings, to assess the adequacy and effectiveness of the Group’s internal controls, ensuring timely remediation of issues and compliance with regulatory requirements. (k) Reviewed and evaluated the internal auditors’ independence and performance to ensure they remain effective as the internal audit function. (l) Reviewed before recommending to the Board, new and revised financial policies proposed by the management. (m) Reviewed before recommending to the Board, the revision of the AC’s Terms of Reference to ensure it remains aligned with the latest Board structure.
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