Corporate Governance Overview Statement SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE The Chairman of the AC provided the Board with updates on critical issues discussed during AC meetings and the recommendations made therein. Additionally, the confirmed minutes from each AC meeting were distributed to the Board for review at the earliest possible opportunity. Significant matters reported by the AC to the Board included: RELATIONSHIP WITH THE EXTERNAL AUDITOR The Group adheres to a comprehensive External Auditor Policy and Procedures, that provides a clear framework for the association with the External Auditor. The Policy outlines various aspects related to this relationship, ensuring transparency and effectiveness in the audit process. Key elements covered by the Policy include: Appointment and Re-appointment: Clearly defined procedures for the selection and re-appointment of the External Auditor. Effectiveness Assessment: A structured approach to evaluate the External Auditor’s effectiveness. Independence Assessment: Rigorous measures to ensure the External Auditor’s independence. Audit Partner Rotation: Policies governing the rotation of audit partners to maintain objectivity and provide fresh perspectives. Audit Delivery and Reporting: Guidelines for the audit process, ensuring thoroughness in both delivery and reporting. Engagement for Non-audit Services: Procedures governing the engagement of the External Auditor for non-audit services. Removal of the External Auditor: Processes detailing the circumstances and procedures for the removal of the External Auditor. Further information on External Auditor Policy and Procedures, refer to Practice 9.3 in the CG Report on page 74 to 77. PRINCIPLE B STATEMENTS INCLUDED IN FGV’S ANNUAL INTEGRATED REPORT 2024 Reviewed the AC Report, Statement on Risk Management and Internal Control (SORMIC), CGOS, Management Discussion and Analysis, Chairman’s Statement, and the GCEO’s Message to be included in the AIR 2024 as well as the CG Report, and recommended these 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 were brought to the AC and the Board during the financial year. SIGNIFICANT MATTERS Financial Reporting Reviewed and recommended to the Board the quarterly financial results and year- end Financial Statements of FGV and the Group, with particular focus on changes in financial reporting standards. This includes assessing their impacts on the Financial Statements explaining reasons for fluctuations between periods, detailing the achievement of budgets and forecasts, and addressing matters requiring Management’s judgement, especially concerning asset recoverability, accounting practices, unusual events, and significant adjustments. Internal Control • Provided direction for internal control improvements regarding matters reported by the GIA. Encouraged management to prioritise these improvements based on the observations noted in the GIA reports. • Reviewed and recommended to the Board the revised Group’s LOA, Group Finance Policies and Procedures, and External Auditor Policy and Procedures. Recurrent Related Party Transactions Considered whether the recurrent related party transactions were undertaken at commercial terms or arm’s length, in the best interest of minority shareholders, in accordance with established procedures and within the mandate provided by the shareholders. Key Critical Guidance Guidance on matters concerning cybersecurity, big data analytics, and ESG reporting. 216 FGV Holdings Berhad | Annual Integrated Report 2024
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