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The external auditors ie; Messrs. Hanafiah Raslan & Mohamad have provided written confirmation

to the Audit Committee on 22 February 2019 that they are and have been independent throughout

the conduct of the audit engagement in accordance with the terms of all relevant professional and

regulatory requirements. The Audit and Risk Committee after performing an effectiveness review,

is satisfied with the external auditors’ effectiveness and independence. However, for financial year

ending 31 March 2020, the Board decided to appoint Messrs. Ernst & Young in place of retiring

Messrs. Hanafiah Raslan & Mohamad and will be processing the appointment at the Company’s 44

th

Annual General Meeting, which to be held on 28 August 2019.

(c) Internal Audit:

• Reviewed and approved the Annual Internal Audit Plan for the FYE2019 as proposed by GIA, to

ensure the adequacy of resources, coverage and inclusion of risk areas in the scope of review.

• Reviewed and deliberated on audit reports, follow-up reports, audit recommendations and

Management responses, prepared by the GIA at Audit Committee’s quarterly meetings.

• Reviewed the corrective actions taken by Management in addressing and resolving issues as

well as ensuring that all issues were adequately addressed on a timely basis.

• Reviewed the nature and extent of the non-audit activities performed by GIA.

• Reviewed the structure of GIA and adequacy of its resources and budget.

• Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control

and recommended to the Board for approval prior to the inclusion of the same in the Company’s

Annual Report.

• Reviewed the Internal Audit Charter and Audit Committee Terms of Reference.

• Reviewed and approved the proposed revisions to the Internal Audit Standard Operating

Procedures.

• Assessed the effectiveness of the internal auditors via a detailed questionnaires completed

by each Audit Committee member and individual business units. The evaluation encompassed

an assessment of the qualifications and performance of the internal auditors, the size and

strength of internal audit team, the quality of the internal audit plan and audit reports and

the auditor’s communications with the Audit Committee and the Company, and the internal

auditors’ independence, objectivity and professional skepticism.

• Reviewed the results of the annual assessment of the effectiveness of the internal auditors to

ensure it has the required expertise and professionalism to discharge its duties.

(d) Recurrent Related Party Transactions (“RRPT”):

• Reviewed RRPT entered into by the Company with related parties in accordance with the

shareholders’ mandate obtained to ensure that they are at arm’s length and within the mandated

amount and other RRPT that are outside the shareholders’ mandate.

• Reviewed and recommended to the Board the Circular to Shareholders relating to renewal of

shareholders’ mandate for existing RRPT of a revenue or trading nature.

(e) Risk Management and Internal Control:

• The quality and effectiveness of the Group’s internal control through the consideration of the GIA

reports embracing all material systems including financial, operational and compliance controls

to ensure that they remain robust. Where areas of improvements are identified, remedial actions

are taken and progress monitored.

corporate

governance

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