STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 132 a. Received and reviewed all 71 internal audit reports issued in 2023 to the Chairman and members of the AC. These were reports from assignments undertaken from the internal audit plan and any unplanned investigations and special assignments undertaken by GIA. b. Reviewed the following at every quarterly meeting in 2023: • A report summarising the main observations from the internal audit reports issued during the quarter. The AC gave direction to Management on key matters requiring the Management’s special and immediate attention. The AC reported to the Board on these key matters. • A report on the progress of implementation of the approved internal audit plan for 2023, including the status of internal audit resources to support the implementation of the approved internal audit plan and development progress of the internal audit employees. • A report on the progress of implementation of the recommendations from the internal audit reports issued. The Board was apprised of delays in implementation of the recommendations. c. Performed the following: • Reviewed and approved the internal audit plan for 2024 together with the scope, functions, resources, budget and KPIs of the GIA function and reported to the Board accordingly. • Assessed the performance of the Chief Internal Auditor, which included assessment of the effectiveness of the GIA function with reference to the Institute of Internal Auditors’ International Professional Practices Framework. • Assessed the Chief Internal Auditor’s performance, increment, bonus adjustment and renewal of her contract of employment. The Chairman of the AC held four private meetings and discussions with the Chief Internal Auditor and her team to discuss developments which were relevant for the internal audit work, to give direction for a more effective audit plan, to be apprised of or give guidance on any major internal audit observations and any related matters towards improving the governance, risk and control processes of the FGV Group. From time-to-time, the AC also made special request of areas of concern to be investigated or given attention during the audits. INTERNAL AUDIT PROCESS AND OUTCOME RECURRENT RELATED PARTY TRANSACTIONS MONITORING OF THE GROUP a. Reviewed the quarterly report on the recurrent related party transactions of the Group and took note that the related party transactions were within the mandate from the shareholders. b. Reviewed the Circular to shareholders for the purpose of seeking mandate for recurrent related party transactions at the 15th AGM in 2023. c. Reviewed the internal audit report on the annual recurrent related party transactions review. d. Reviewed justifications of the FGV Group’s major recurrent related party transactions which were not supported with contemporaneous pricing. Reviewed the AC Report, the Statement on Risk Management and Internal Control (SORMIC), the CGOS, the Management Discussion and Analysis, the Chairman’s Statement and the GCEO’s Message to be included in the AIR 2022 as well as the CG Report and recommended the same to the Board for approval. The SORMIC was reviewed, reflecting the reports of the external and internal auditors on the risks and control environment of the Group and related matters that have been brought to the AC and the Board during the financial year. STATEMENTS INCLUDED IN FGV’S ANNUAL INTEGRATED REPORT 2022 INVESTIGATIONS AND SPECIAL REVIEWS a. Requested special review and investigations on governance and non-compliance matters. b. Considered the investigation reports and related information from forensic and internal investigations. c. Deliberated the findings and sought relevant clarification to satisfy itself that the investigations were comprehensive. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
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