GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 118 I. AUDIT COMMITTEE The Audit Committee (“AC”) provides oversight on matters delegated by the Board through its approved Terms of Reference (“ToR”). The AC comprises exclusively of Independent Directors. The AC Chairman is a member of the Malaysian Institute of Accountants. Among its responsibilities include ensuring that the financial statements of the Company and Group have been made out in accordance with the provisions of the Companies Act 2016 and applicable accounting standards; and that these provide a balanced and fair view of the financial state and performance of the Group. AC meetings are normally attended by the Chairman and Chief Executive, Chief Financial Officer, Head of Group Corporate Assurance and upon invitation, the External Auditors. The Company Secretary acts as secretary to the AC. Minutes of each meeting were recorded and tabled for confirmation in the following AC meeting. Any major actions highlighted during the AC meeting will be tabled to the Board of Directors for notation and discussion. The ToR of the AC are contained in the Board Charter which is included in the Company’s website, www.ranhill.com.my. The ToR of the AC is continuously reviewed with the recent review conducted in August 2022. The full scope of work undertaken by the AC is given in the AC report of this Annual Report. The Directors are satisfied that in preparing the financial statements of the Company and of the Group, Ranhill has applied the appropriate accounting standards and policies with consistency in the preparation of these financial statements. The Statement of Directors’ Responsibility is given in the Statement of Directors’ section of this Annual Report. II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK RISK MANAGEMENT The Board maintains a sound risk management framework and system of internal control to safeguard shareholders’ investment and the Group’s assets. The framework is designed to identify, evaluate, control, monitor and report the principal business risks faced by the Group on an ongoing basis. Board oversight on risks is achieved through the GRMC. The GRMC is tasked to identify principal risks and recommend policies and parameters for the key risks register and overall risk strategy linking to value creation and the strategic objectives of the Group. In addition to the oversight of risk management matters, GRMC reviews the effectiveness of risk management framework to manage the overall risk exposure to the Group. For the year under review, the GRMC comprises six (6) members with three being INED, operating within defined TOR. The Board is of the view that the system of internal control and risk management in place is sound and sufficient to safeguard the Group’s assets, as well as shareholders’ investments, and the interests of customers, regulators, employees and other stakeholders. Further details on the risk management framework and GRMC are set out in the Statement on Risk Management and Internal Control (“SORMIC”) of this Annual Report. GOVERNANCE AND RISK MANAGEMENT COMMITTEE The GRMC serves the Board by providing in-depth governance of risk for the Group. Its Terms of Reference (“ToR”) can be found on the Board Charter is given at www.ranhill.com.my. Among its duties as prescribed under the ToR are: • Applying the principles and good practices of corporate governance, sustainability and corporate responsibility towards the stakeholders and to ensure compliance with applicable regulatory and legal requirements. • Fulfilling its corporate governance, risk management and statutory responsibilities in order to effectively manage the overall risk exposure of the Group. • Ensuring an effective Whistleblowing Policy is implemented and to continue monitoring compliance. PRINCIPLE B - EFFECTIVE AUDIT AND RISK MANAGEMENT The Board affirms its commitment and responsibility for the Group’s risk management and internal control system as well as reviewing the adequacy, effectiveness and integrity of the system. These systems cover not only financial controls but also strategic, organisational, regulatory and compliance controls. CORPORATE GOVERNANCE OVERV I EW STATEMENT
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