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CHAIRMAN’S           DELIVERING            MSM           MANAGEMENT DISCUSSION    GROUP FINANCIAL
                  STATEMENT             VALUE               OVERVIEW            & ANALYSIS            REPORT


           CORPORATE GOVERNANCE OVERVIEW STATEMENT









              PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

           Audit, Governance and Risk Committee

           The Board has established an  Audit, Governance and Risk Committee (“AGRC”) to provide robust oversight on financial
           reporting,  external  and  internal  audit  processes,  and  related  party  transactions. The  AGRC  members  possess  the  requisite
           financial literacy and business knowledge that the support the sound understanding of matters under their purview.
           The  AGRC  has  unrestricted  access  to  both  the  internal  and  external  auditors,  who  report  functionally  and directly  to  the
           AGRC.  The  AGRC  has  established  transparent  arrangements  to  maintain  an  appropriate  relationship  with  the  Company’s
           external auditors. The external auditor has provided assurance that its personnel are and have been independent throughout
     88    the conduct of the audit in accordance to the terms of relevant professional and regulatory requirements.

           Oversight of Financial Reporting
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
           The Board ensures that Shareholders are presented with a clear, balanced and comprehensive view of the Group’s financial
           performance and prospects through the audited financial statements, quarterly announcement of financial results,
           the Chairman’s Statement and the Management Discussion and Analysis (“MD&A”) on page 122, page 47, page 4 and page 34
           in this Annual Report as well as corporate announcements on significant developments affecting the Company in accordance
           with the MMLR. The Directors considered the compliance with all applicable financial reporting standards, provision of the
           Companies Act, 2016 and relevant provision of laws and regulations in Malaysia.

           The AGRC updates the Board on the matters deliberated in its meetings. Details on the summary of work carried out during the
           year is set out in the AGRC Report on page 93 of this Annual Report.
           Corporate Governance Matters

           We are committed to excellence in corporate governance, transparency and accountability. All those are vital in supporting our
           business in executing its strategy and in generating long-term shareholder value. Below are the initiatives taken in place:


                                                          Governance


             •  Establishment of MSM Group’s Limit of Authorities.

             •  Revision of Financial Closing and Reporting Requirement Policy, Investment Policy and Property, Plant and Equipment Policy.
             •   Whistleblowing Policy

                The  Board,  in  promoting  healthy  corporate  culture  encourages  employees  to  report  genuine  concerns  in  relation  to
               breach of a legal obligation, miscarriage of justice, danger to health and safety, has put in place a Whistleblowing Policy
               (“Policy”) that provides clarity of oversight and responsibilities of the whistleblowing process, the reporting process
               and protection to whistleblowing process, the reporting process and protection to whistleblowing and confidentiality
               afforded to the whistleblowing.
                The Policy which allows the reporting individual to report on alleged unethical behaviour within the Group was
               established with the aim to maintain the highest standard of ethics and legal conduct within the Group.
                Further information on the implementation of the Policy can be found in the CG Report 2020 and published in the
               Company’s corporate website at http://www.msmsugar.com/our-company/corporate-governance.
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