Serba Dinamik Annual Report 2018

SERBA DINAMIK HOLDINGS BERHAD ANNUAL REPORT 2018 161 Introduction The Audit & Risk Committee (“ARC”) is pleased to present the ARC Report for the financial year ended 31 December 2018 in compliance with Paragraph 15.15 of the Main Market Listing Requirements (“MMLR”). Terms Of Reference The Terms of Reference of ARC defined the authorities, duties and responsibilities of ARC, which is consistent with the requirements of the MMLR and the MCGG2017, and is accessible to the public. Composition The ARC was formed by the Board of Directors (“Board”) and the members were appointed by the Board from amongst the Board members. The ARC comprises of three (3) members, which all of them are Non-Executive Directors and the Chairman of ARC is designated as a Senior Independent Non-Executive Director. None of Independent Directors has appointed alternate directors. The above composition is compliance with Paragraph 15.09 of the MMLR and Malaysian Code on Corporate Governance (“MCCG”) 2017. The primary responsibilities of the ARC are to assist the Board to fulfill its oversight responsibilities in areas such as an entity's financial reporting, internal control systems, risk management systems, internal audit function and external audit functions. The functions and authority of the ARC extends to the Group and all its subsidiaries as well as joint venture and associate companies. Meetings & Attendance The ARC meets at least on a scheduled-quarterly basis with additional meetings convened as and when required. During the Financial Year 2018, ARC held five (5) meetings and details of ARC members’ attendance are defined in the Corporate Governance Overview Statement of this Annual Report. The Group Chief Financial Officer (“CFO”) and the Group Financial Controller were attended the ARC meetings, as invitees in order to provide their input, advice and furnish appropriate relevant information especially on audit issues and the Group’s operations. Salihin Consulting Group Sdn. Bhd. (“SALIHIN”), as an appointed outsourced internal auditor attended all ARC meetings to table respective Internal Audit reports. The relevant responsible Management members of the respective auditees were invited to brief ARC on specific issues arising from the audit reports or on any matters of interest. In addition, the external auditors attend ARC meetings, upon invitation, to present external audit plan for the year as well as outcome of the financial statutory audit conducted on the Group. The Company Secretary acts as a secretary to ARC. Summary Of Activities A summary of the activities performed by ARC during the financial year is as follows: a. Financial Statement • Reviewed quarterly results, draft announcement and annual financial statements of the Group prior to the approval by the Board, focusing particularly on the following: AUDIT & RISK COMMITEE REPORT