Fraser & Neave Holdings Bhd Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 04 Governance 107 II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK The Board acknowledges its responsibility to maintain a sound risk management and internal control system to manage and mitigate significant risks across the Group and to safeguard stakeholders’ interests and the Group’s assets. The Board has established an effective risk management and internal control framework within the Group. The Board, through the SRMCom and AuditCom, continually reviews and ensures the adequacy and effectiveness of the Group’s risk management and internal control system. The SRMCom, at its quarterly meeting, reviews the implementation of the risk management framework as well as deliberates on the business risks and the mitigating controls to address the risks identified. The Internal Audit function reports directly to the AuditCom. Mr. Albert Loh was appointed as the Head of Internal Audit on 17 September 2019, taking over the Internal Audit function from the Head of Group Internal Audit, Fraser and Neave, Limited. He holds a Bachelor of Commerce (Accounting & Finance) from the University of Western Australia and is a Certified Practicing Accountant (CPA Australia). More details on the Internal Audit function and its activities are set out in the AuditCom Report. The AuditCom reviews and assesses the adequacy of the internal control system based on reports presented by management, external and internal auditors during its meetings. Based on the Internal Audit Charter, the Internal Audit function shall maintain a quality assurance and improvement programme to evaluate the conformance of internal audit activities to the International Standards for the Professional Practice of Internal Auditing and the Code of Ethics. The said programme includes Internal Audit function’s self-assessment once every two years and assessment by a qualified independent consulting firm at least once every five years. The Statement on Risk Management and Internal Control provides an overview of the Group’s risk management and internal control framework as well as the adequacy and effectiveness of the framework. INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS PRINCIPLE C I. COMMUNICATION WITH STAKEHOLDERS II. CONDUCT OF GENERAL MEETINGS The Company observes the Corporate Disclosure Guide issued by Bursa Securities as well as the disclosure requirements of the Listing Requirements of Bursa Securities. The Company also acknowledges the importance of timely and equal dissemination of material information to shareholders, investors and the public at large. The Company holds two briefing sessions in each financial year for fund managers, investment analysts and media in conjunction with announcement of half-yearly and yearly financial results to Bursa Securities. The Company maintains a corporate website at www.fn.com.my which provides information relating to among others, annual reports, quarterly financial reports, analysts briefing materials, corporate information, announcements, Board Charter, TORs of Board Committees and relevant policies of the Group. Shareholders and the public can also direct their queries through the email contacts provided on the corporate website. The Board has in place a Shareholder Communication Policy, which is published on the Company’s website. The Board recognises the need for and the importance of effective communication with shareholders. The annual general meeting (“AGM”) is especially important for individual shareholders as it is the principal forum for dialogue with the Board. Notice of AGM and the Company’s annual report are sent to the shareholders at least 28 days ahead of the AGM date to encourage shareholders to attend the AGM. During the AGM, the Board and management take questions from the shareholders present. All resolutions put to general meetings will be voted by poll. An independent scrutineer is appointed to validate the votes cast at general meetings. Decision for each resolution and the name of the independent scrutineer will be announced to Bursa Securities on the same day. The Company has adopted electronic voting for the conduct of polls on all resolutions since its AGM in 2017. At the AGM held on 23 January 2019, all resolutions were voted by poll using smartphones/tablets.