the Company’s financial performance, where necessary, before submission to the Board for approval; (d) reviewing and discussing with the external and internal auditors, any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position and the Management’s response; (e) reviewing and ensuring the co-ordination between internal auditors, external auditors and the Management, including the assistance given by the Management to the auditors; (f) reviewing the audit plan of the external auditor and the result of the external auditor’s review and evaluation of the Group’s system of internal accounting controls that are relevant to the statutory audit; (g) making recommendations to the Board on the proposals to the shareholders with regard to the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors; (h) reviewing the audit plan of the internal auditor, including the results of the internal auditor’s review and evaluation of the Group’s system of internal controls; (i) reviewing and ratifying where appropriate any interested person transactions; (j) reviewing potential conflicts of interests (if any); (k) reviewing the policy and arrangements by which employees of the Group and any other persons may, in confidence, report to the Chairman of the AC, concerns about possible improprieties in financial reporting or other matters and ensuring that there are arrangements in place for such concerns to be safely raised and independently investigated, and for appropriate follow-up action to be taken; (l) reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the Company’s internal audit function; (m) reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Company’s internal controls, including financial, operational, compliance and information technology controls, and risk management systems; (n) reviewing the scope and results of the external audit and its cost effectiveness and the independence and objectivity of the external auditor, and where the external auditor also provides a substantial volume of non-audit services to the Company, keeping the nature and extent of such services under review, seeking to maintain objectivity; (o) reviewing the assurance from the Managing Director and the Chief Financial Officer on the financial records and financial statements; and (p) undertaking such other reviews and projects as may be requested by the Board and reporting to the Board its findings from time to time on matters arising and requiring the attention of the AC. The AC has full authority to investigate any matter within its terms of reference, full access to and cooperation from the Management, and full discretion to invite any Director, executive officer or other employee of the Group to attend its meetings, and is given reasonable resources to enable it to discharge its functions properly and effectively. The Group has implemented a whistle-blowing policy which aims to provide an avenue for employees and external parties to raise concerns about misconduct or improprieties in the Group and at the same time assure them that they will be protected from victimization for whistle-blowing in good faith. Cases that are significant will be reviewed by the AC for adequacy or investigation actions and resolutions. Details of the whistleblowing policy are disseminated to the employees of the Group, and is available on the Company’s website. All concerns about possible improprieties can be communicated directly to the AC. As at the date of this Annual Report, there are no reports received through the whistle-blowing channel. The external auditors update the AC on any changes in accounting standards impacting on the financial statements of the Group before an audit commences. Significant matter that was discussed with the Management and the external auditors has been included as key audit matter in the Auditors’ Report for FY 2024 on page 105 of this Annual Report. 60 ANNUAL REPORT 2024 Corporate Governance Report
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