My EG Services Berhad Annual Report 2019

ANNUAL REPORT 2019 83 COMPOSITION AND TERMS OF REFERENCE The Terms of Reference of the ARMC, during FP2019 were as follows: 1. Objectives The ARMC was established by the Board with the objective of assisting the Board in meeting its responsibilities in the following areas:- z In complying with specified accounting standards and required disclosure as administered by Bursa Securities, relevant accounting standards bodies, and any other laws and regulations as amended from time to time; z In presenting a balanced and understandable assessment of the Group’s financial position and prospects; z In establishing a formal and transparent arrangement for maintaining an appropriate relationship with the Group’s external and internal auditors; and z In maintaining a sound system of risk management and internal controls to safeguard shareholders’ investment and the Group’s assets. 2. Composition The ARMC shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a majority of whom shall be independent directors and all shall be non-executive directors, and at least one (1) member must be a member of the Malaysian Institute of Accountants or possess such other qualifications and/or experience as approved by the Bursa Securities. A former key audit partner is required to observe a cooling-off period of at least two (2) years. No alternate director shall be appointed as a member of the ARMC. In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the NC fill the vacancy within two (2) months, but in any case, not later than three (3) months. Therefore, a member of the ARMC who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he/she leaves. The NC reviews the terms of office and performance of the ARMC members annually through an effectiveness evaluation exercise. The NC had assessed the ARMC’s performance for FP2019 and is satisfied that the ARMC members have discharged their functions, duties and responsibilities in accordance with the ARMC’s Terms of Reference. 3. Chairman of ARMC The Chairman of the ARMC, who shall be elected by the ARMC, shall be an independent director and is not the Chairman of the Board. In the event of the Chairman of the ARMC’s absence, the meeting shall be chaired by another independent director. 4. Secretary The Company Secretaries or his/her representative shall act as the secretary of the ARMC. The said secretary, in conjunction with the Chairman of the ARMC, shall draw up an agenda, which shall be circulated together with the relevant discussion papers, at least one (1) week before the meeting to the members of the ARMC. The Company Secretaries shall also be responsible for keeping the minutes of meetings of the ARMC and circulating them to the ARMC members. The ARMC members may inspect the minutes of the ARMC at the registered office or such other place may be determined by the ARMC. AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONT’D) GOVERNANCE