AUDIT COMMITTEE Upon the retirement of Mr. Robert Tan Bun Poo at the annual general meeting held on 16 June 2022, the Audit Committee (“AC”) was led by Ms. Shirley Goh, to assist the Board in its oversight of the Company’s financial reporting, and in fulfilling its fiduciary responsibilities relating to internal controls. This includes risk management, maintenance of financial and accounting records and setting policies as well as financial reporting practices of the Group. It also reviews related party transactions, conflict of interest situations that may arise within the Group and the provision of non-audit services by the External Auditors. The AC comprises of three (3) members, all of whom are Non-Executive Directors, with a majority of them being Independent Directors. Kindly refer to pages 234 to 236 for the AC’s membership and composition, and the AC Report for the summary of work carried out by the AC during the financial year 2022. The duties and responsibilities of the AC are set out in its Terms of Reference which is available on the Company’s website at www.uemedgenta.com. As at 31 December 2022, the current AC members have attended training courses relating to the development in accounting and auditing standards, practices and rules. The Board, through the AC, maintains a transparent and professional relationship with the Internal and External Auditors. The AC has been explicitly accorded the authority to communicate directly with both the Internal and External Auditors. The AC meets up with the External Auditors at least twice a year in the absence of the Managing Director/Chief Executive Officer and Management. The External Auditors were also present at Board Meetings for the presentation of their reports. Currently, Messrs Ernst & Young PLT provides independent and professional external auditing services to the Group. The AC conducts yearly assessment on the suitability and independence of the External Auditors. For the year under review, the External Auditors have confirmed to the Board their independence in providing their services. The assessment on the External Auditors for financial year ended 31 December 2022 was facilitated by the Finance team. A set of questionnaires pertaining to the following were sent out to the AC members, relevant personnel from Finance, Risk, Integrity & Compliance, Internal Audit and the Company Secretary for their feedback:- 1) Calibre of the firm 2) Quality of processes/services/performance 3) Audit team 4) Independence, objectivity and professional skepticism 5) Audit planning, execution and conclusion 6) Audit fees 7) Audit communications The Board is satisfied with the outcome of the assessment of the External Auditors on their suitability and independence, and recommended for their re-appointment at the forthcoming annual general meeting. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK Effective Risk Management and Internal Control Framework The Board has overall responsibility for the system of Risk Management and Internal Control which includes financial controls, operational and compliance controls to ensure that shareholders’ investments, customers’ interests and the Company’s assets are safeguarded. The Board discharges its risk governance and oversight functions via the Board Governance & Risk Committee (“BGRC”) who undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters and reviews the effectiveness of risk management framework to manage the overall risk exposure to the Group, monitor the exercise of Integrity & Governance unit and overseeing the overall issue of corruption, fraud, malpractice & unethical conduct within the organisation. While the BGRC is responsible for assessing and monitoring the efficacy of the risk management controls and measures taken, the AC is responsible for the review of the adequacy and effectiveness of the internal controls through the work performed by the Internal Audit function. For the year under review, the BGRC comprises 4 members with a majority being Independent Non-Executive Directors, operate within defined terms of references. The Statement on Risk Management and Internal Control as set out on pages 237 to 245 of this Annual Report provides an overview of the state of internal controls within the Group. EFFECTIVE AUDIT AND RISK MANAGEMENT B CORPORATE GOVERNANCE OVERVIEW STATEMENT COMMUNICATION WITH STAKEHOLDERS The Group has been transparent and accountable to its shareholders and investors and recognises the importance of timely dissemination of information to shareholders and other stakeholders. The Board is also committed to ensure that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to the stakeholders through the following channels:- Annual Report; Various disclosures and announcement to Bursa Securities including quarterly results; Analyst briefings, press releases and announcements to the media; Dialogues and presentations at general meetings to provide overview and clear rationale with regard to the proposals tabled for approval by shareholders; Online investor relations on the Company’s website at www.uemedgenta.com; and All announcements made by the Company to Bursa Securities will be posted on the Company’s website at www.uemedgenta.com. The Company’s website is a one-stop page that one could easily access to the above information. It has a dedicated section that provides investors with detailed information on the Group’s business, commitments and latest developments. Keeping up with the trend, the Company also has an Instagram account, a social media channel which is constantly updated with the happenings of the Company. The message and email functions are also activated on Instagram, for the public’s convenience should they wish to reach out to the Company. Shareholders may forward any concern/queries to Investor Relations at ir@edgenta.com and all relevant and appropriate issues raised will be addressed accordingly. While the Company endeavours to provide as much information as possible to its shareholders and stakeholders, the Company is mindful of the legal and regulatory framework governing the release of material and price-sensitive information. The Company has in place, the Corporate Disclosure Policy which outlines the Company’s approach towards the determination and dissemination of confidential information, the circumstances under which the confidentiality of information will be maintained and restrictions on insider trading. The Corporate Disclosure Policy also provides guidelines in order to achieve consistent disclosure practices across the Group. The Annual Report 2022 was presented based on Integrated Reporting. The Company has fully adopted integrated reporting based on a globally recognised framework. The summary of engagements with stakeholders are available on pages 56 to 61. CONDUCT OF GENERAL MEETINGS The annual general meeting (“AGM”) is the principal forum for dialogue with shareholders. Shareholders are provided with an opportunity to participate in the question and answer session in which shareholders may raise questions pertaining to the business activities of the Company. For the AGM held on 16 June 2022, the Notice of AGM was given to shareholders on 29 April 2022. The Notice together with the relevant reports and circular was given more than 28 days prior to the AGM to allow sufficient time to consider the resolutions that would be discussed and decided at the AGM. The meeting which was conducted in its entirety via live streaming and online remote voting at the Broadcasting venue at Menara UEM, was attended by all Directors. Besides the Directors, the Company Secretary, Senior Management and External Auditors were also in attendance. The Chairman as well as the Managing Director/Chief Executive Officer, together with the Chairpersons of Board Committees and the External Auditors, if so required, will respond to questions from shareholders at the AGM. The answers to the live questions that were not answered at the AGM due to time constraint was reverted to shareholders via email. Meanwhile, the questions submitted prior to the AGM were published on the website of the Company together with their answers. These pre-AGM questions were also addressed at the AGM. The summary of the AGM proceeding was uploaded on the website within 30 business days after the completion of the AGM on 22 July 2022. Taking cognisance of shareholders’ rights and with the Company’s aim to provide a good meeting experience to shareholders, the Management would be exploring with the virtual service provider on the possibility to incorporate a two-way engagement and to explore effective ways to have questions received to be made visible to all meeting participants. This Corporate Governance Overview Statement was approved by the Board on 28 March 2023. CORPORATE GOVERNANCE OVERVIEW STATEMENT INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS C p.232 p.233 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 GOVERNANCE
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