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


           AuDIT, GOVERNANCE AND

           RISk COMMITTEE REPORT








               Audit, Governance and Risk Committee’s (“AGRC” or ”the Committee”) principal role is
               to assist the Board in carrying out its oversight responsibilities in relation to financial
               reporting, external audit and internal audit processes, conflict of interest and related party
               transaction.  The  AGRC also plays a crucial role in ensuring appropriate challenges and
               governance in matters relating to internal control, financial reporting as well as governance,
               risk management and ethics programmes of the Group.


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           OVERVIEW
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
           The AGRC was established on 10 June 2020 through a merger of the Audit Committee (“AC”) and Board Governance & Risk
           Management Committee (“BGRMC”).

           The merging of the AC and BGRMC was based on the following rationale and advantages:
           a)   To provide consolidation of audit, governance and risk matters in a single committee that will ensure:

               •   Internal audits are focused on high risk matters;
               •    Governance  improvements  are  undertaken  on  gaps  identified  by  internal  audit  through  initiatives  to  inculcate  good
                   working culture using the right processes and systems;

               •   Risk assessment takes into account or are reviewed based on the internal audit observations; and
               •    Mitigation  of  risks  are  validated  from  the  internal  audit  observations  to  provide  assessment  of  effectiveness  of  the
                   mitigation.
           b)    The combined committee will be able to remove redundancies of both internal audit and risk management reporting on
               matters of the past by providing guidance for risk management to apply past data to anticipate risks for MSM.

           c)    AGRC will be the platform to bring internal audit observations and governance initiatives together for MSM to move
               forward more efficiently and effectively in key risk areas.

           This report also covers the activities of the AC during the year prior to merger of the Committees on 10 June 2020.

           COMPOSITION OF AGRC

           The membership and meeting attendance of the AC and AGRC members for 2020 are as follows:
                                                                               No. of meetings attended during 2020
                                                                                    AC                AGRC
            Members                                    Type of membership      Held   Attended    Held    Attended
            Choy Khai Choon                           Chairman/Independent       -        -         3        3
            (appointed as Chairman w.e.f. 10 June 2020)  Non-Executive Director
            Dato’ Rosini Abd Samad                     Member/Independent       3         3         3        3
            (re-designated as Member w.e.f. 10 June 2020)  Non-Executive Director
            Dato’ Muthanna Abdullah                    Member/Independent        -        -         3        3
            (appointed as Member w.e.f. 10 June 2020)  Non-Executive Director
            Datuk Lim Thean Shiang                     Member/Independent       3         3         3        3
            (appointed as Member w.e.f. 10 June 2020)  Non-Executive Director
   89   90   91   92   93   94   95   96   97   98   99