FIMA CORPORATION BERHAD ANNUAL REPORT 2020

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Fima CORPORATION Berhad (197401004110) (21185-P) • Annual Report 2020 85
Audit and
Risk Committee Report
1. MEMBERS OF THE AUDIT AND RISK COMMITTEE
The members of the Audit and Risk Committee comprise of:
Rezal Zain bin Abdul Rashid (Chairman)
Senior Independent Non-Executive Director
Member of Malaysian Institute of Accountants
Dato’ Adnan bin Shamsuddin (Member)
Independent Non-Executive Director
Datuk Bazlan bin Osman (Member)
Independent Non-Executive Director
Member of Malaysian Institute of Accountants
Rosely bin Kusip (Member)
Independent Non-Executive Director
The Audit and Risk Committee (“ARC”) assists the Board in
fulfilling its oversight responsibilities. The ARC shall review
and ensure that the process of assessing risk, internal controls,
including operational and financial controls, compliance
(including anti-bribery) and the external and internal audit
functions are properly managed and monitored.
The ARC shall be appointed by the Board amongst the
Directors of the Company and shall consist of no less than 3
members comprising of Non-Executive Directors a majority
of whom are Independent Directors. A quorum for a meeting
shall be at least 2 members, both being Independent Directors.
The current composition of the ARC and qualifications of its
members comply with the Main Market Listing Requirements
(“Listing Requirements”) of Bursa Malaysia Securities Berhad
(“Bursa”).
2. TERMS OF REFERENCE
In fulfilling its duties and responsibilities, the ARC is guided by
the Terms of Reference which is available on the Company’s
website at . The ARC’s Terms of Reference
has been revised in June 2020 to include review and oversight
functions of ARC in relation to the Group’s anti-bribery and
whistle-blowing in line with section 17A of the Malaysian Anti-
Corruption Commission Act 2009.
3. MEETINGS
The ARC held 5 meetings during the financial year ended
(“FYE”) 31 March 2020:
Name of Committee Members No of Meetings
Attended
Rezal Zain bin Abdul Rashid 5/5
Dato’ Adnan bin Shamsuddin 5/5
Datuk Bazlan bin Osman 5/5
Rosely bin Kusip
(Appointed on 24 June 2019)
3/5
The Company’s Managing Director and Financial Controller
attended the meetings to facilitate deliberations as well as
to provide clarification on audit issues. Senior Management
personnel also as and when necessary attended the meetings
by invitation. The Head of Group Internal Audit Department
(“GIA”) also attended the meetings to present audit reports.
The external auditors were invited to the meetings to discuss
their key audit findings/matters, management letters, audit
planning memorandum and other matters deemed relevant.
The ARC met the external auditors without Management
presence on 23 May 2019, 24 June 2019 and 20 February
2020, to discuss key issues within their audit of interest and
responsibility.
The Company Secretaries act as secretary to the ARC. The
Company Secretaries shall cause minutes to be entered in the
books provided for purpose of recording all resolutions and
proceedings of minutes and shall be kept at the registered
office of the Company for inspection of any member of the ARC
or the Board. Such minutes shall be signed by the Chairman
of the next succeeding meeting and if so signed, shall be
conclusive evidence without any further proof of the facts.
Minutes of each meeting shall also be distributed to all ARC
members and presented to the members of the Board at the
Board meeting for noting.