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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  following  reports  and  recommended   A  training  on the  Malaysian Financial  Reporting Standards
               them for the Board’s approval for inclusion in the     (“MFRS”) was conducted  by PwC on 1 December  2020,
               Annual Report for the financial year 2019:        which provided update to the Committee on MFRS
                                                                 impacting MSM Group.
               i)   Corporate Governance Overview Statement.
                                                                 Further details on the training attended by the Committee
               ii)   Audit Committee Report.                     members during the financial year 2020 are detailed out
                                                                 in  the  Corporate  Governance  Overview  Statement  under
               iii)   Statement on Risk Management and Internal Control.
                                                                 Directors’ Training on page 84 of this Annual Report.
               iv)   Sustainability Reporting on Economic, Environmental
     96            and Social.                                   COMMITTEE EVALUATION
                The Committee reviewed the reports with focus on   For  year  of  assessment 2020, Board  Evaluation  Assessment
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
               meeting the MMLR and reporting best practises based   was  carried  out  in 2021  which  encompassed  the
               on the guidance from the MCCG 2017, Guidance to   performance of the Committee and its Chairman as
               Directors of Public Listed Companies on the Statement   well as the Independence of the Independent Directors.
               on Risk Management and Internal Control and other     The assessment focused on how effective the Committee
               best practise references.                         had conducted its activities in 2020.

           •    Reviewed  and  approved  the  schedule  of  Audit
               Committee meetings for year 2021.                 INTERNAL AUDIT FUNCTION
                                                                 The Internal  Audit function for MSM Group is outsourced
           ExTERNAL AUDITOR POLICY                               to the holding company, FGV Holdings Berhad (“FGV”)
                                                                 Group Internal  Audit (“GIA”) Division.  The Chief Internal
           The External  Auditor Policy (“Policy”) was developed   Auditor reports functionally directly to the  AGRC of MSM.
           to provide guidance on matters related to dealing with   The conduct of GIA is based on a Group Internal  Audit
           the firm of professional accountants which is or will be   Charter, which was established consistent with the
           appointed as the External  Auditor for the statutory audit   requirements of Institute of Internal  Auditor’s International
           of MSM Group. This policy was approved by the Board on    Professional Practise of Framework and affirmed through a
           23 February 2016.
                                                                 Quality Assurance Review once every five (5) years with the
           The  Policy covers  appointment  and  re-appointment   most recent review in 2020.
           of external auditors, assessment of external auditors’   The  Chief  Internal  Auditor,  Zalily  Mohd.  Zaman  Khan,  is  a
           performance and independence, audit partner rotation, audit   fellow  member  of  CPA  Australia,  a professional  member
           delivery and reporting, engagement of external auditor for     of the Institute  of Internal  Auditors Malaysia,  a Certified
           non-audit services and removal of external auditor.
                                                                 Internal  Auditor of the Institute of Internal  Auditors, USA
           During the financial year ended 31 December 2020,     and  holds  an  accounting  degree  from  University  of  South
           other than the assurance service for review of Quarterly   Australia. She has accumulated over 30 years of experience
           Bursa announcement, there was no other non-audit      in various industries.
           services rendered by the external auditors.
                                                                 Four (4) internal auditors comprising of a Senior General
                                                                 Manager, a Senior Manager and one team of two (2)
           CONTINUOUS LEARNING AND DEVELOPMENT                   persons are specifically assigned for audits of MSM Group
                                                                 throughout the financial year.  The team is supplemented
           The Committee members are regularly kept updated on   with personnel from other segments of FGV’s GIA’s Division
           changes to accounting standards and issues related to    where it is deemed required.  This includes the IT audit,
           financial reporting through quarterly meetings.
                                                                 investigation and consulting support.
           The members of the Committee had attended various
           seminars, training programme and conferences to keep
           abreast with changes in the industry and business
           environment.
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