Serba Dinamik Annual Report 2019

199 A U D I T & R I S K C O MM I T T E E R E P O R T C H A P T E R 0 6 6 . 3 The Audit & Risk Committee (“ARC”) is pleased to present its Report for the financial year ended 31 December 2019 in compliance with Paragraph 15.15 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia. COMPOSITION ARC comprises of four (4) members, which all of them are Non-Executive Directors and the Chairman of ARC is a Senior Independent Non-Executive Director. The composition is in compliance with Paragraph 15.09 (1) (b) of the MMLR which majority of them being Independent Directors. TERMS OF REFERENCE The TOR of ARC which defines the authorities, duties and responsibilities of ARC, is continuously updated to reflect changes in laws, requirements and regulations. The primary responsibilities of ARC are to assist the Board to fulfill its oversight responsibilities in areas such as financial reporting, internal control systems, risk management systems and the internal auditor and external audit functions. The functions and authority of ARC extends to the Group and all its subsidiaries as well as joint venture and associate companies where management responsibility is vested on the Group. The Terms of Reference of ARC are accessible to the public for reference, at the Group’s website. MEETINGS & ATTENDANCE As per the TOR, ARC shall meet at least on quarterly basis with additional meetings convened as and when necessary. During the Financial Year 2019, ARC held six (6) meetings and details of ARC members’ attendance are defined in the Corporate Governance Overview Statement of this Annual Report. INTRODUCTION The GMD/CEO, the Group Chief Financial Officer, the Group Financial Controller and the Head of Internal Audit are the permanent invitees to ARC meetings, to provide input, advice and furnish appropriate relevant information especially on audit issues and the Group’s operations. In addition, relevant 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. The external auditors also attend ARC meeting to present its Audit Planning Memorandum (“APM”) for the financial year as well as result of the statutory audit conducted on the Group. The Chairman of ARC would provide input on highlighting significant points of decisions and recommendations made by ARC to the Board for consideration and approval at the Board meetings. During the financial year, ARC had two (2) meetings with the external auditors twice without presence of the GMD/ CEO and the Management. Minutes of each ARC meeting were recorded and tabled for confirmation at the next ARC meeting and subsequently presented to the Board for notation. The agenda and a set of meeting papers encompassing qualitative and quantitative information relevant to the business of the meeting are distributed to ARC members five (5) business days prior to the meeting dates.