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Audit and Risk
Committee Report
1. MEMBERS OF THE AUDIT AND RISK COMMITTEE
The members of the Audit and Risk Committee comprise of:
Encik Azizan bin Mohd Noor
(Chairman)
Senior Independent Non-Executive Director
Member of Malaysian Institute of Accountants
Dato’ Rosman bin Abdullah
(Member)
Independent Non-Executive Director
Member of Malaysian Institute of Accountants
Datuk Anuar bin Ahmad
(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 the
qualifications of its members comply with the Main Market
Listing Requirements (“Listing Requirement”) 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
www.fima.com.my. The ARC’s Terms of Reference
has been revised in May 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 and all members attended the
meetings.
Name of
Committee Members
No. of Meetings
Attended
Encik Azizan bin Mohd Noor
5/5
Dato’ Rosman bin Abdullah
5/5
Datuk Anuar bin Ahmad
(Appointed on 26 June 2019)
3/3
Puan Rozana Zeti binti Basir
(Resigned on 24 July 2020)
5/5
The Company’s Group Managing Director (“Group MD”) and
Chief Financial Officer (“CFO”) 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 (“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. As at the date of the Report, the
ARCmet the external auditors without management presence
on 30 May 2019 and 24 July 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.
The ARC, through its Chairman, shall report to the Board
at the next Board meeting after each ARC meeting. When
presenting any recommendation to the Board, the ARC will
provide such background and supporting information as may
be necessary for the Board to make an informed decision.
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
103