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


           AuDIT, GOVERNANCE AND RISk COMMITTEE REPORT









           •    Reviewed  the  significant  matters  highlighted  by  the   •    Assessed  the  adequacy  of  resources  of  the  internal
               external auditors in the financial statements and     audit function to execute the MSM Group  Annual
               significant judgment made by Management.              Internal  Audit Plan after taking into consideration the
                                                                     number of planned assignments and competencies
           •    Reviewed  matters  related  to  loan  facilities  of  MSM   required.
               Malaysia  Holdings   Berhad  (“MSM”)    before
               recommending to the Board for approval.           •    Presented  and  reviewed  quarterly  reports  summarising
                                                                     the following at every quarterly meeting during the
           •   Reviewed the Group’s Consolidated Cashflow Projections.   financial year 2020:

           •    Reviewed  the  status  of  construction  of  the  Johor       •    The  observations  from  the  internal  audit  reports
     94        Refinery and position on the financial covenants.         issued  during  the  quarter.  The  Committee  gave
                                                                         direction to the Management on key matters
           •    Reviewed  the  proposed  rental  arrangement  between
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
               MSM Perlis Sdn Bhd and FGV Integrated Farming             requiring  the  Management’s  special  and
                                                                         immediate attention. The Committee has reported
               Holdings Sdn Bhd.
                                                                         to the Board on these key significant matters.
           •    Reviewed the closure of MSM Perlis Sdn Bhd’s factory      •    The   progress   of   implementation   of   the
               operation.
                                                                         recommendations from internal audit reports issued.
           Assessing the Risks and Control Environment
                                                                     •    The progress of implementation of the MSM Group
           •    Evaluated  the  reports  on  the  assessment  of  the    Annual Internal Audit Plan.
               risks  and control  environment  based  on the  external
               auditor’s quarterly financial statement reviews and   •    Considered  outcome  of  any  special  reviews  and
                                                                     investigations, including those arising from Management
               statutory financial audits at each Committee meeting.
                                                                     and recommendation raised by the Committee’s
           •    Reviewed all internal audit reports issued by the Group   Chairman and members and Management’s response
               Internal  Audit  which  detailed  the  observations  from    and follow-up actions thereto, and reported key
               all the internal audits undertaken.                   matters to the Board.
           •    Received  assurances  from  the  GCEO  and  CFO  that   •    Assessed  the  performance  of  the  Chief  Internal
               the risk management and internal control system       Auditor  basing  on  the  delivery  of  the  internal  audit
               of the Group for the financial year 2020 have been    function.  This include assessment whether the
               operating adequately and effectively, in all material   internal audit function has the required expertise and
               respects.                                             professionalism in discharge its duties.

           •    Monitored  the  implementation  of  corrective  actions   Reviewing the External Audit Process
               taken  by   Management.  Management    provided
               justification and improvement for the key matters   •    Held  two  (2)  private  discussion  sessions  with  the
               highlighted by internal and external auditors.        external auditor, Messrs PricewaterhouseCoopers PLT
                                                                     (“PwC”) without Management on 13 February 2020
           •    Provided relevant guidance for the improvement of the   and 11 August 2020.
               risks and internal control of the Group, in particular in       In these sessions, the matters discussed include the
               the areas of inventory  management which  was the     following:
               key focus area of the Group during the financial year.
               This included improvements in the monitoring and      (i)   The performance of the finance function.
               systems.
                                                                     (ii)   The impact of transfer of MSM Perlis’s refinery
           Internal Audit Process                                        operation to Johor and closure of the MSM
                                                                         Perlis’s Refinery.
           •    Reviewed  and  approved  MSM  Group  Annual  Internal
               Audit Plan for the year 2021 by assessing the priority
               ranking of the audit universe to provide sufficient audit
               coverage.
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