Corporate Governance


Report Of Audit Committee


Objective

The objective of the Audit Committee ("AC") is to assist the Board of Directors ("the Board") in fulfilling is fiduciary responsibilities relating to internal controls, financial and accounting records and policies as well as integrity in financial reporting practices of the Company and its subsidiaries ("the Group").


Composition And Meetings Attendence

The composition of the AC and their respective attendance record of meetings during the financial year ended 31 December 2018 are as follows:


Name of Committee MembersDesignationDate of AppointmentMeeting Attendance
Loo Choo Hong (Chairman) Independent Non-Executive Director12/05/20175/5
Datuk Yap Pak Leong Senior Independent Non-Executive Director30/12/20045/5
Agnes Soei-Tin LameyIndependent Non-Executive Director12/05/20175/5

All the members fullfill the provision of Paragraph 15.09(1)(c) of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities").


Terms Of Reference

The Terms of Reference of the AC is available on the page Terms of Reference - AC 2018



Activities Of AC

The AC met five (5) times during the financial year ended 31 December 2018. The work carried out by the AC in discharging its duties and functions with respect to their responsibilities during the financial year were summarised as follows:

  1. Financial Results
  2. External Audit
  3. Internal Audit
  4. Related Party Transactions
  5. Annual Reporting

Group External Audit

1. Duties And Responsibilities

The External Auditors’ objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue auditor report that includes their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Paragraph 40(b) of this ISA explains that the shaded material below can be located in an Appendix to the auditor's report. Paragraph 40(c) explains that when law, regulation or national auditing standards expressly permit, reference can be made to a website of an appropriate authority that contains the description of the auditor’s responsibilities, rather than including this material in the auditor's report, provided that the description on the website addresses, and is not inconsistent with, the description of the auditor's responsibilities below.

As a part of an audit in accordance with ISAs, the External Auditor exercise professional judgment and maintain professional skepticism throughout the audit. They also:

The External Auditor communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that they identify during their audit.

They also provide those charged with governance with a statement that they have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on their independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, the External Auditor determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. The External Auditor describe these matters in their auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, they determine that a matter should not be communicated in their report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

2. Suitability And Independence

The AC had considered the suitability and independence of the external auditors, Messrs Crowe Malaysia PLT during their discussion of the Group Audit Plan for the financial year ended 31 December 2018. The factors that taken into account including the adequacy of experience and resources of the firm and professional staff assigned to the audit and the level of non-audit services to be rendered by the external auditors to the Group for the financial year under review.

The Board is aware of the potential conflict of interest situation that may arise if the Company's External Auditors are engaged to provide non-audit services to the Group. The External Auditors have reviewed the non-audit services provided to the Group during the year and that to the best of their knowledge, the non-audit services did not impair their independence. The Company had also disclosed fees received by the External Auditors for non-audit work for the financial year under review in Additional Disclosure Requirements.

The fee incurred by the External Auditors for audit and non-audit services for the financial year ended 31 December 2018 were as follows:-



Group
Audit Fees
(RM)
Non-Audit Fees
(RM)
Crowe Malaysia PLT 118,00018,000
Crowe Horwath KK Tax Sdn. Bhd. (a company affiliated to the external auditors' firm) -32,150
TOTAL118,00050,150

3. Summary of Activities

The External Auditors will attend and brief the AC on matters relating to external audit. During the financial year, the External Auditors attended three (3) AC meetings to provide review of the financial position of the Group and updates on the Financial Reporting Standards and relevant regulatory requirements, recognises the implication of those changes and complies with the requirements.

Time was also set aside for the External Auditors to have private discussions with the AC in the absence of Management. This is the forum at which the External Auditors highlight, among other matters, any concern they may have on the compliance aspect of the financial statements. During the financial year, two (2) private sessions were held between the AC and the External Auditors.

The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgment and estimates. All accounting standards which the Board considers to be applicable have been adopted, subject to any explanation for material departures disclosed in the notes to the financial statements.


Group Internal Audit

1. Duties And Responsibilities

The basic understanding of the internal auditors' role is one of fundamental "checks and balances" for sound corporate governance. A robust and objective internal auditor with the technical skills and knowledge in accordance to Institute of Internal Auditors (IIA) to identify problems with risk control and forms an opinion on the adequacy and effectiveness of systems of risk management and internal control.

The internal auditor, on the other hand, seeks to advise management on whether its operations have sound systems of risk management and internal controls.

As a part of an audit function, the internal auditor also:


2. Summary of Activities

The internal audit function of the Group is carried out by an external professional services firm, Messrs Lim Chong & Co., which reports to the AC.

Messrs Lim Chong & Co. provides independent and objective assurance on areas of operations reviewed, a nd advice on best practices that will improve and add value to the Group. Internal audit activities are aligned to the strategic plan/objectives of the Company.

During the financial year, Internal Auditors had conducted the following audits as per the approved internal audit plan:-

  1. Audit on the business operation process of the Group on the (i) Sales and Trade Receivable; and (ii) Puchase and Payable Process.
  2. Follow-up Audit Review on the (i) Plantation; (ii) Goods & Services Tax ("GST") and Transfer Pricing (GST Implication) ; and (iii) Human Resources Management.

The fee incurred for internal audit function of the Group for the financial year ended 31 December 2018 was RM30,000.00.


Annual Performance Assessment

During the financial year, the Board, through the Nomination and Remuneration Committee had reviewed the term of office and assessed the performance of the AC on 26 February 2018. The Board was satisfied that the AC and its members have has discharged their duties in accordance with the AC's Terms of Reference.