Shaped By High Standards Of Governance ANNUAL INTEGRATED REPORT 2022 147 EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE B: AUDIT COMMITTEE REPORT More information on the AC’s ToR can be found on our website, www.fgvholdings.com. This Report is to be read together with the CG Report 2022, also available on our website. Dato’ Mohd Rafik Shah Mohamad Chairman (Senior INED) Appointed on 1 July 2021 Nik Fazila Nik Mohamed Shihabuddin Member (INED) Appointed on 1 July 2021 Azmin Che Yusoff Member (INED) Appointed on 17 October 2022 The AC comprises exclusively of Non-Executive Directors, all of whom are INEDs. None of the AC members were former partners of the external auditors of the Company. The Chairman of the Audit Committee is a Senior INED. Previously, Dato’ Shahrol Anuwar Sarman was a member of the AC until 12 April 2023 resulting in AC composition to comprise solely of INED. Based on the current structure, all of the AC members are qualified Chartered Accountants of the Malaysian Institute of Accountants (MIA) and are financially literate and able to analyse and interpret financial statements to effectively discharge their duties and responsibilities. The AC, therefore, meets the requirements of Paragraph 15.09(1)(c) of the Listing Requirements which stipulates that at least one member of the AC must be a qualified accountant. The AC held 11 meetings and the Group CEO, the Group CFO, the Chief Internal Auditor and various Management attended the meetings upon invitation by the AC. The AC also held private sessions with the external auditors. The purpose of the AC is to assist the Board in fulfilling the following key responsibilities: • Ensuring the integrity of financial information • Assessing the risks and control environment • Overseeing and reviewing the Group’s management of financial risk processes, accounting and financial reporting practices • Reviewing the Group’s accounting function, financial reporting and the system of internal controls • Evaluating the internal and external audit processes and outcome to ensure independence of both the external and internal audit functions • Reviewing conflict of interest situations and related party transactions The existence of the AC does not diminish the Board’s ultimate statutory and fiduciary responsibility for decision making relating to the functions and duties of the AC. The AC ToR was revised on 31 May 2022 to include new responsibilities with regards to Group Internal Audit staff promotions/ upgrading and staffing matters. The composition of the AC for 2022, including the name, designation, together with the number of AC meetings held during 2022 and details of attendance of each AC member can be found on page 131 of this Report. The details on the training attended by the AC members can be found in the CG Report 2022.
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