Composition The present members of the Audit Committee comprise the following: Members Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman (Independent & Non-Executive Director) Dr Nurwahida Mohd Yaakub (Independent & Non-Executive Director) (Appointed on 20 October 2022) Subsequent to the re-designation of Dato’ Mohd Zahir Bin Zahur Hussain from Independent & Non-Executive Director to Managing Director and Group Chief Executive Officer, he ceases to be Chairman of AC on 1 March 2023. Destini is required to fill the vacancy within 3 months, i.e., before 1 June 2023. Attendance The Audit Committee held four (4) meetings during the financial year ended 31 December 2022. The details of attendance of the Audit Committee members are as follows: Name of Directors No. of meetings attended Dato' Mohd Zahir Bin Zahur Hussain (resigned on 1 March 2023) 4/4 Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman 4/4 Dr Nurwahida Mohd Yaakub (appointed on 20 October 2022) 1/1 The Audit Committee may invite the Head of Internal Audit, the Accountant and the Company Secretary or any members of the management to attend any of its meetings as it determines. Audit Committee Report Financial Literacy of the Audit Committee Members Collectively, the members of the Audit Committee have the relevant experience and expertise in finance and accounting, and have carried out their duties in accordance with the Terms of Reference of the Audit Committee. The qualification and experience of the individual Audit Committee members are disclosed in the Board of Directors' Profile in this Annual Report. Summary of Activities of the Audit Committee The activities undertaken by the Audit Committee during the financial year ended 31 December 2022 included the following: 1. Reviewed the quarterly and year-to-date unaudited financial results before submission to the Board for consideration and approval; 2. Reviewed the external auditor's scope of work and audit plan for the year; 3. Reviewed the annual audited financial statements of the Group before recommending to the Board for their approval and release of the Group's results to Bursa Securities; 4. Reviewed and discussed with the external auditors of their audit findings inclusive of system evaluation, audit fees, issues raised, audit recommendations and management's response to these recommendations; 5. Evaluated the performance of the external auditors for the financial year ended 31 December 2022 covering areas such as calibre, quality processes, audit team, audit scope, audit communication, audit governance and independence and considered and recommended the reappointment of the external auditors; 6. Reviewed and assessed the adequacy of the scope and functions of the internal audit plan; 7. Reviewed the internal audit reports presented and considered the major findings of internal audit in the Group's operating subsidiaries through the review of the internal audit reports tabled and management responses thereof and ensuring significant findings are adequately addressed by management; 8. Reviewed the effectiveness of the Group's system of internal control; 9. Reviewed the proposed fees for the external auditors and internal auditors in respect of their audit of the Company and the Group; GOVERNANCE 74 DESTINI BERHAD ANNUAL REPORT 2022
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