GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 122 Audit Committee Report COMPOSITION The Audit Committee (“AC”) comprises three members who are all Independent Non-Executive Directors: Members Designation Mr. Lim Hun Soon @ David Lim (Independent Non-Executive Director) Chairman Datuk Abdullah Karim (Independent Non-Executive Director) Member Encik Abu Talib Abdul Rahman (Independent Non-Executive Director) Member This is in line with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) which prescribes that the AC must consist of at least three members with the Chairman and a majority of the members being independent non-executive directors. In addition, the current composition comprises solely of Independent Directors of Ranhill, which is in accordance with the Step-Up practice of the Malaysian Code of Corporate Governance issued by the Securities Commission Malaysia. The Board reviews the terms of office of the AC members and assesses the performance of the AC and its members through an annual Board Assessment Evaluation (“BAE”). The Board was satisfied that the AC had discharge their functions, duties and responsibilities in accordance with the AC’s Terms of Reference (“TOR”) which is published on Ranhill’s corporate website at www.ranhill.com.my. ACTIVITIES OF THE AC FOR FINANCIAL YEAR ENDED 31 DECEMBER 2022 MEETINGS HELD AND ATTENDED A total of 5 meetings were held during FY2022, details of which as set out below: Members Attendance Mr. Lim Hun Soon @ David Lim 5/5 Datuk Abdullah Karim 5/5 Encik Abu Talib Abdul Rahman 5/5 The meetings were attended by the Chairman and Chief Executive, Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) to facilitate direct communication and provide clarification on audit issues and Ranhill Group’s operations. The Head of Group Corporate Assurance Division (“GCAD”) and his Internal Audit (“IA”) leadership team attended all AC meetings to present their respective IA reports. The Company Secretary acts as secretary to the AC. The agenda and meeting papers were distributed to the AC members via a secured collaborative software, which eases the process of distribution of meeting papers and allows the members to have access to the papers electronically, anytime and anywhere. All proceedings of the AC meetings were duly recorded in the minutes and tabled for confirmation at the next following AC meeting, after which they are presented to the Board for notation. SUMMARY OF WORK During the financial year under review, the AC had carried out the following activities in the discharge of its duties and functions: Financial Reporting 1. Reviewed the unaudited quarterly financial results and full year financial statements of the Company including announcement to Bursa Malaysia and recommended to the Board for approval. 2 Reviewed and highlighted to the Board significant matters raised by the External Auditors including financial reporting issues, significant judgements made by management, significant events or transactions, and received updates from management on actions taken for improvement. 3. Reviewed the financial and operational performances, budget achievement, reasons for the variances and efforts by the management to meet targets. 4. Deliberated significant changes in relevant regulatory requirements, accounting and auditing standards that affect the Company and the adoption of such changes by management. External Audit 5. Reviewed year-end financial statement presented by the External Auditor (“EA”), Deloitte PLT. The review covering amongst others, the assessment on the following: • Changes in or implementation of major accounting policy changes; • Key Audit Matters; • Significant matters arising from audit; and • Compliance with accounting standards and legal requirements.
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