B. EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee The current AC consists of two (2) Independent Non-Executive Directors and one (1) Non-Independent NonExecutive Director, and all of them are financially literate and have a sufficient understanding of the Group’s business. Additionally, all the members of the AC undertake continuous professional development to remain abreast of relevant developments in accounting and auditing standards, practices and rules. The composition of the AC is presented in the AC Report on page 133 of this Annual Report. The Chairman of the AC is not the Chairman of the Board, which ensures that the objectivity of the Board’s review of the AC’s findings and recommendation remains intact. The AC has adopted a Terms of Reference that sets out its goals, objectives, duties, responsibilities and criteria for the composition of the AC, which includes a former key audit partner of the Group observing a cooling-off period of at least three (3) years before being able to be appointed as a member of the AC. The Board is responsible for presenting a clear, balanced and understandable assessment of the Group’s performance and position when presenting the annual audited financial statements and interim financial statements on a quarterly basis to the shareholders. The AC is entrusted to assist the Board in reviewing the Group’s financial reporting process and accuracy of its financial results, and scrutinising information for disclosure to ensure accuracy, adequacy, completeness and compliance with the accounting standards. The Board places great emphasis on the objectivity and independence of the external auditors. Through the AC, the Board maintains a transparent relationship with the external auditors in seeking professional advice on the internal control and ensuring compliance with the appropriate accounting standards. The AC is empowered to communicate directly with the external auditors to highlight any issues of concern at any point in time. The external auditors would meet with the AC at least two (2) times a year without the presence of the executive Board members and Management on matters related to the Group and its audit activities. During these meetings, the external auditors highlight and discuss the nature and scope of the audit, audit programme, internal controls and any other issues that may require the attention of the AC or the Board. During the year under review, the AC met with the external auditors two (2) times without the presence of Management. The AC members are financially literate and able to understand the Company’s business and matters under the purview of the AC, including the financial reporting process. The AC members will undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules as and when required. The AC ensures the external audit function is independent of the activities it audits and reviews contracts for the provision of non-audit services by the external auditors to ensure that they do not give rise to conflicts of interests. The excluded contracts would include management consulting, internal audit and standard operating policies and procedures documentation. For FY2022, the fees paid to the external auditors, TGS TW PLT and its affiliated firms by the Group are stated in the Additional Compliance Information of this Annual Report. The external auditors have confirmed to the AC that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the independence criteria set out by the Malaysian Institute of Accountants Further information on the roles and responsibilities of the AC may be found in the AC Report from page 133 to page 135 of this Annual Report. CORPORATE GOVERNANCE STATEMENT (cont’d) 130
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