Serba Dinamik Annual Report 2021

Section 7 | Corporate Governance 244 AUDIT & RISK COMMITTEE REPORT INTRODUCTION COMPOSITION TERM OF REFERENCE (“TOR”) MEETINGS AND ATTENDANCE The Audit & Risk Committee (“ARC”) is pleased to present the ARC Report for the financial year ended 30 June 2021 in compliance with Paragraph 15.15 of the MMLR of Bursa Malaysia. The Audit & Risk Committee (“ARC”) was formed by the Board and the Committee members was appointed by the Board from amongst the Board members. The ARC comprises three (3) Members, all of whom are Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director which 33% of Independent Directors with vast background and experience within the financial and/or audit industry, sitting in the audit committee. The Chairman of ARC is not the Chairman of the Board of Directors. ARC is chaired by a Senior Independent Non-Executive Director, Encik Hasman Yusri bin Yusoff, who is not the Chairman of the Board. However, on 21 June 2021 onwards Encik Johan bin Mohamed Ishak has chaired the ARC and he is not the Chairman of the Board. As at LPD, ARC is chaired by Encik Abu Bakar bin Uzair. The Chairman of ARC complies with paragraph 15.09(1)(c)(i) of MMLR, and the Chairman is amember of Malaysian Institute of Accountants. The ARC complies with the requirement set out in theMalaysian Code of Corporate Governance (“MCCG”) revised by Securities Commission Malaysia in 2021 and the Board has approved the adoption of the policy that requires a former key audit partner to observe a cooling-off period of at least three (3) years before being appointed as a member of the ARC. The functions and authority of the 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 which defines the authorities, duties and responsibilities of the ARC is continuously updated to reflect changes in laws, requirements and regulations. The primary responsibilities of the ARC are to assist the Board to fulfill its oversight responsibilities in areas such as financial reporting, internal control systems, risk management systems, internal audit 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 where management responsibility is vested on the Group. The Terms of Reference of the ARC is accessible by the public for reference, at the Group’s website at www.e-serbadk.com. As per the Terms of Reference, the ARC shall meet at least on quarterly basis with additional meetings convened as and when necessary. During the Financial Year 2021, the ARC held fourteen (14) meetings and details of ARC members’ attendance are defined in the Corporate Governance Overview Statement of this Annual Report. The Group GMD/CEO, the Group Chief Financial Officer, the Group Financial Controller and the Head of Internal