Ranhill Utilities Berhad - AR2022

GOVERNANCE Sect ion 04 Annual Report 2022 123 6. Reviewed the EA’s Audit Plan for FY2022 which detailed the terms of engagement for statutory audit, proposed fees, independence of the external audit team, audit approach, and areas of audit emphasis, risk assessment, reporting time line as well as development in laws and regulations, and changes in regulatory requirements such as Main Market Listing Requirements and Malaysian Financial Reporting Standards (“MFRS”). 7. Considered in consultation with the management, the audit fees of the EA for FY2022 for recommendation to the Board for approval. 8. Held two discussions with the EA in the AC Meetings dated 23 February 2022 and 28 November 2022 respectively without the presence of the Chairman and Chief Executive, management and Internal Auditors to ensure an adequate level of cooperation between the EA and management. 9. Assessed and satisfied itself with the performance of the EA, which amongst others, covered the following:- • the quality of the audit provided by the audit engagement team; • the timeliness and quality of communication; • the competency of the EA staff and adequacy of resources to cover the scope as outlined in the audit plan; and • the independence of the auditor. Internal Audit 10. The IA function is undertaken by the Group Corporate Assurance Division (“GCAD”). The AC reviewed and approved the Annual Internal Audit Plan for FY2022 to ensure comprehensiveness of scope and coverage as well as the adequacy and competency of internal audit resources. The AC also took note of IA’s annual operating budget requirement as presented in the audit plan. 11. Reviewed quarterly, the planned and ad hoc internal audit reports issued and the adequacy of management response and actions to address control deficiencies. Also, the AC reviewed updates on the progress and status of corrective actions on whether appropriate actions are taken on the recommendations made by GCAD. 12. Reviewed GCAD’s annual assertion on Internal Auditing Standards for FY 2022 and was satisfied that the Internal Auditors were free from any relationship or conflict of interest that could impair their objectivity and independence. 13. Reviewed the Internal Audit Annual Report for FY2022 which contained the overall performance, audit engagement achievements and cost incurred against the budget proposed. Related Party Transactions (RPTs) 14. Reviewed the quarterly RPTs and recurrent related party transactions (“RRPTs”) entered into by the Company and its subsidiaries. The objective is to ensure that RPTs and RRPTs are not accorded conditions more favourable than that generally available to the public, and that they are not detrimental to minority shareholders. 15. Reviewed and deliberated on the proposed new and renewal of Shareholders’ Mandate in respect of recurrent related party transactions of revenue or trading nature for Board’s approval. Annual Report 16. Reviewed and recommended to the Board for approval, the Management Discussion and Analysis (“MDNA”), Statement on Risk Management and Internal Control (“SoRMIC”) and the Audit Committee Report for publication in the Annual Report 2022. INTERNAL AUDIT FUNCTION The AC is assisted by GCAD in discharging its duties and responsibilities. GCAD is independent of business operations and reports functionally to the AC and administratively to the Chairman and Chief Executive. GCAD is headed by Mr Shariz Puteh, who holds a bachelor’s degree in Accounting and Financial Management from the University of Essex, United Kingdom and a Certified Financial Services Auditor (“CFSA”), issued by the Institute of Internal Auditors. The primary responsibility of GCAD is to provide reasonable assurance to the AC on the effectiveness of the governance, risk management and internal control processes within the Group. GCAD is also responsible in administering Ranhill’s Whistleblowing Policy. All internal audit activities undertaken are guided by the International Professional Practices Framework (“IPPF”) of Internal Auditing, the Internal Audit Charter as well as the Internal Audit policy and procedures. An annual risk-based internal audit plan is presented by GCAD to the AC for approval after having reviewed on the adequacy of the scope, functions and resources of GCAD as well as the competency of the internal auditors. GCAD adopts a risk-based approach and prepares its plan based on the risk profiles of the auditable units in alignment with the strategic objectives of the Group. Audi t Commi ttee Report

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