80 / 220
7 6
Corporate GovernanCe
Meeting attendance allowances are paid to Non-Executive Directors based on the number of meetings attended during the
financial year. For the Group MD of the Company, the NRC reviews the remuneration package annually and recommend to the
Board on specific adjustments and/or reward package that reflect his contribution throughout the year as well as corporate
performance and achievement of key performance indicators, taking into consideration the market and industry practice.
The Group MD recuses himself from deliberation and voting on his annual performance salary and bonus and remuneration
package at NRC and Board meetings.
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
I.
AUDIT COMMITTEE
Two (2) out of the three (3) Audit Committee members are Independent Non-Executive Directors. The Audit Committee is chaired
by Encik Azizan bin Mohd Noor and the members are Dato’ Rosman bin Abdullah and Puan Rozana Zeti binti Basir. The experience
and qualifications of members of the Audit Committee are disclosed in the Profile of Directors section of this Annual Report. The
Audit Committee has a written Terms of Reference which is available on the Company’s website under ‘Investors’ section.
The Audit Committee is responsible for assisting the Board in fulfilling its corporate governance responsibilities with regard
to financial reporting, audit and risk management, including the integrity of the Group’s financial reporting, the effectiveness
of the Group’s enterprise risk management and internal control framework and oversight of the independence of the external
and internal auditors. In this regard, the Audit Committee must ensure that the objectivity, independence and effectiveness of
external and internal auditors are maintained.
The particulars in relation to the audit and non-audit fees incurred by the Company and its subsidiaries for the FYE2018 are
as follows:-
Audit Fees (RM’000)
Non-Audit Fees (RM’000)
2018
2017
2018
2017
Company
114
114
9
9
Subsidiaries
727
625
9
9
TOTAL
841
739
18
18
II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
The Company is committed to embedding risk management practices to support the achievement of business objectives and
fulfil corporate governance obligations. The Board is responsible for reviewing and overseeing the risk management and internal
control framework for the Group and for ensuring the Group has an appropriate risk management and internal control process
and procedures. The Audit Committee provides advice and assistance to the Board in meeting that responsibility and the role
of the former in relation thereto is described in the Statement on Risk Management and Internal Control of this Annual Report.
The Group has an enterprise risk management framework which is designed to provide a sound framework for managing the
material risks of conducting business. The framework sets out the standards and processes for identifying, monitoring and
reporting of risks impacting the success of strategic objectives and operating plans.
The Board however, recognizes that the enterprise risk management framework must continually evolve to support the type of
business and size of operations of the Group. As such, the Board will, when necessary, put in place appropriate action plans
to further enhance the Group’s risk management and internal control framework.
COrporate governance overview statement