Fraser & Neave Holdings Bhd Annual Report 2019

WWW . F N . C O M . M Y 106 F R A S E R & N E A V E H O L D I N G S B H D CORPORATE GOVERNANCE OVERVIEW STATEMENT I. AUDIT COMMITTEE 1. COMPOSITION AND FUNCTIONS OF AUDIT COMMITTEE AuditCom Non-Independent Non-Executive Director 1 Independent Non-Executive Directors 3 The AuditCom of the Company comprises four Non-Executive Directors, three of whom including the Chairman of the AuditCom are Independent Directors. All members of the AuditCom are financially literate, possess an appropriate level of expertise and experience to enable them to discharge their duties and responsibilities pursuant to the AuditCom’s TOR. The Board is responsible for ensuring that financial statements are prepared in accordance with the Companies Act 2016 and applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Company and the Group. The Board recognises that an effective AuditCom is necessary in ensuring that the Company’s financial statements are a reliable source of financial information. To assist the Board in this matter, the AuditCom is entrusted with the responsibility to review the quarterly reports and annual financial statements focusing particularly on compliance with applicable financial reporting standards and other legal requirements, changes in major accounting policies and practices, implementation of new accounting policies and practices, significant matters highlighted including financial reporting issues, significant adjustments made by management, significant and unusual events or transactions, and how these matters are addressed. The AuditCom also assists the Board, among others, to oversee the Group’s external and internal audit functions; review any related party transactions and recurrent related party transactions and the relevant procedures to ensure compliance with the Listing Requirements. A summary of the activities of the AuditCom during the Financial Year 2019 is set out in the AuditCom Report. EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE B 2. ASSESSMENT OF EXTERNAL AUDITORS The Board maintains a transparent and professional relationship with the external auditors through the AuditCom. Under the existing practice, the AuditCom invites external auditors to attend all meetings of the AuditCom. In addition, the AuditCom will also have private meeting(s) with the external auditors without the presence of the CEO and senior management to enable exchange of views on issues requiring attention. During the Financial Year 2019, the AuditCom had met with the external auditors once without the presence of the CEO and senior management. The AuditCom conducts an annual assessment of the external auditors. Areas of assessment include: Technical competencies Independence and objectivity Audit scope and planning Adequacy of specialist support and partners/director accessibility and time commitment Audit communications to the AuditCom Audit and non-audit fees Feedback based on the assessment areas is obtained from the AuditCom, the CEO and senior management. In support of the assessment on independence, the external auditors provide the AuditCom with a written assurance confirming their independence throughout the conduct of the audit engagement in accordance with the relevant professional and regulatory requirements. Premised on the assessment result, the AuditCom makes recommendation for re-appointment of external auditors accordingly. The AuditCom ensures that the external auditors are independent of the activities they audit, and reviews the contracts for provision of non-audit services by the external auditors. Details of the non-audit fees incurred and the non-audit services provided by KPMG PLT during the Financial Year 2019 are set out in the Audited Financial Statements and AuditCom Report.