146 YINSON HOLDINGS BERHAD GOVERNANCE c) Internal audit • Reviewed and approved the annual internal audit plan proposed by Group Internal Audit (“GIA”) Department. • Reviewed and approved GIA’s staffing requirements and budget to ensure adequacy of resources and competencies within GIA. • Discussed with the internal auditors on risk considerations, scope of work, functions, adequacy and competency of resources and co-ordination with external auditors. • Conducted four private sessions with internal auditors in March, June, September, and December 2024, without the presence of Executive Directors and/or Management. • Reviewed the reports prepared by GIA on the state of internal control and efficiency of the audited coverage scope of the Group. • Monitored the outcome of the audits and follow-up audits conducted to ascertain all agreed action plans were adequately implemented and recommended to Board on additional measures as deemed fit. • Assessed the performance of GIA and reviewed its effectiveness in the audit process. d) External audit • Discussed with the external auditors the annual audit plan, nature and scope of audit as well as audit procedures, prior to the commencement of audit. • Conducted two private sessions with external auditors in to be consistent with the internal audit wordings it should be March and September 2024, without the presence of Executive Directors and/or Management. • Reviewed the external auditors’ audit findings for the financial year under review. • Reviewed with the external auditors the Statement on Risk Management & Internal Control (“SORMIC”) of the Group for inclusion in the Annual Report. • Reviewed the overall performance of the external auditors, including assessment of their independence, technical competency, resources and reasonableness of their audit fees and non-audit fees. e) Other matters • Reviewed and endorsed the Report on AC and SORMIC for inclusion in the Annual Report. • Reviewed and monitored the Conflict of Interest (“COI”) situations and RRPTs. During FY2025, a COI situation has occurred, involving certain directors of the Group engaging in a competing business. The AC has conducted a comprehensive review of the situation and implemented targeted measures to manage the COI. The COI was subsequently resolved on 31 January 2025 through divestment of the competing business by the Group. • Reviewed and recommended the dividend pay-out. INTERNAL AUDIT FUNCTION The GIA function is carried out by an in-house internal audit team comprising of six members in FY2025. In February 2025, an additional member has been appointed dedicated to identifying process optimisation within the Group. The GIA function provides independent assurance to the AC on the adequacy and effectiveness of the Group’s risk management, internal control and governance processes implemented by Management. GIA reports functionally to the AC and administratively to the Group CEO to maintain its impartiality and objectivity. The GIA function is guided by the Internal Audit Charter approved by the AC and performs internal audit reviews in accordance with the principles of the International Professional Practice Framework, set forth by the Institute of Internal Auditors. GIA carried out audits according to the internal audit plan which had been approved by the AC. Internal audits were carried out to provide assurance that internal controls are established and operating as intended to achieve effective and efficient operations while adhering to applicable policies, guidelines and procedures. GIA conducted independent reviews and risk exposure evaluations relating to the operations and management information system. In performing such reviews, recommendations for improvements and enhancements to the existing internal control system and work processes were made. During FY2025, a total of nine internal audit reports, incorporating audit findings, audit recommendations and management’s responses, were issued to the AC and the Management of the respective businesses. The Management is responsible for ensuring that corrective and/or improvement actions are taken within the stipulated timeframe and all findings identified by GIA are tracked and followed up on a quarterly basis with the status of the implementation reported to the AC accordingly.
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