FMHB Annual Report 2020 Part 2.Pdf
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74 78 91 Audit and Risk Management Corporate Governance Statement on Risk Management Committee Report Overview Statement and Internal Control 95 96 Additional Compliance Statement of Directors’ Information Responsibilities TRANSPARENCY YOUR TO THE WORLD 74 FREIGHT MANAGEMENT HOLDINGS BHD PERFORMANCE CORPORATE STRUCTURE ABOUT US KEY MESSAGES ANNUAL REPORT 2020 REVIEW AND LEADERSHIP AUDIT AND RISK MANAGEMENT COMMITTEE REPORT The Board of Directors (“the Board”) is pleased to present the Audit and Risk Management Committee (“ARMC”) Report for the financial year ended 30 June 2020. COMPOSITION AND ATTENDANCE The present composition of the ARMC and their attendance to the ARMC meetings during the financial year ended 30 June 2020 were as follows: Name Designation/Directorate Attendance Soh Chin Teck Chairman, Independent Non-Executive Director 4/4 Tengku Nurul Azian Binti Tengku Shahriman Member, Independent Non-Executive Director 4/4 Lau Swee Chin Member, Independent Non-Executive Director 5/5 Chua Tiong Hock Member, Non-Independent Non-Executive Director 4/4 (Ceased on 30 April 2020) The ARMC was established by the Board to assist the Board in carrying out its responsibility, amongst others, its oversight function on the Group’s financial reporting process as well as the risk management framework and policies. In recognition of its risk management function, the Audit Committee was renamed as Audit and Risk Management Committee (“ARMC”) effective 20 February 2020. The ARMC has three (3) members, all of whom are Independent Directors following the resignation of Mr Chua Tiong Hock as Director on 30 April 2020. This meets the requirement of Paragraphs 15.09(1)(a) and (b) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and Step Up Practice 8.4 of the Malaysian Code on Corporate Governance (“MCCG”) where the committee consists solely of Independent Directors. The Chairman, Mr Soh Chin Teck is a Fellow Member of the Chartered Accountants of Australia and New Zealand, and a Member of the Malaysian Institute of Accountants. Accordingly, the ARMC meets the requirements of Paragraph 15.09(1)(c) of the MMLR of Bursa Securities to have at least 1 member of the ARMC as qualified accountant. The Group Managing Director, Executive Directors, Head of Internal Auditors, External Auditors (“EA”) and relevant responsible senior management are invited to attend the ARMC meetings to assist and brief the ARMC on any matters of interest and to provide input and clarification to the relevant items on the agenda. The Company Secretary acted as Secretary at the meetings to record and to maintain minutes of the proceedings of the meetings. The Chairman of the ARMC briefs the Board on matters discussed at every ARMC meeting and the minutes of each ARMC meeting were tabled for confirmation at the following ARMC meeting and subsequently to the Board for notation. • SEA FREIGHT • AIR FREIGHT • LAND FREIGHT • 3PL, WAREHOUSING & DISTRIBUTION • CUSTOMS BROKERAGE • HAULAGE • TUG & BARGE 75 SUSTAINABILITY FREIGHT MANAGEMENT HOLDINGS BHD TRANSPARENCY FINANCIAL REVIEW ACCOUNTABILITY STATEMENT ANNUAL REPORT 2020 AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONTINUED) TERMS OF REFERENCE The ARMC is governed by its Terms of Reference, which is available on the Company’s website at www.fmgloballogistics.com. The Terms of Reference of the ARMC were last reviewed by the ARMC and the Board on 24 August 2020. SUMMARY OF ACTIVITIES OF THE ARMC The ARMC carried out the following activities during the financial year in the discharge of its functions and duties: • Reviewed the unaudited quarterly financial results and made recommendations to the Board for approval and release to Bursa Securities; • Reviewed its Terms of Reference to ensure its applicability and to align with the provisions of the MMLR and the MCCG; • Reviewed all recurrent related party transactions (“RRPT”) entered into by the Group and to ascertain that the transactions are conducted at arm’s length basis and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders; • Reviewed and discussed with the External Auditors (“EA”), Crowe Malaysia PLT:- o the audit review of the Group for the financial year ended 30 June 2019 encompassing, amongst others, significant audit findings, deficiencies in internal control, status of audit and summary of audit adjustment. o the final report on the audit of the financial statements for the financial year ended 30 June 2019 setting out the EA’s comments and conclusions on the significant audit findings and accounting matters, summary of unadjusted differences and deviation in results as well as the adequacy of disclosures in the financial statements before recommending the same to the Board for approval. o the audit plan of the financial statements for the financial year ended 30 June 2020 outlining the engagement and reporting requirements, audit approach, areas of audit emphasis, IT controls assessment, significant audit events, reporting timelines and deliverables, fraud consideration, updates in accounting standards, new amendments to anti- corruption act as well as implications of Covid-19 to the financial statements. • Conduct private sessions with the EA without the presence of the Executive Board members and Management to discuss issues in relation to the audit of the financial statements and suggestions arising thereon. • Reviewed the audit and non-audit services provided by the EA or its affiliates to the Group and fees incurred for the financial year ended 30 June 2019. • Reviewed the External Auditors Assessment Policy and made recommendations to the Board for amendments, where applicable. • Assessed the performance, independence and competency of the EA, Crowe Malaysia PLT for the financial year ended 30 June 2019 and made recommendations to the Board for their re-appointment and was subsequently put forth to the shareholders for approval at the 2019 AGM. • SEA FREIGHT • AIR FREIGHT • LAND FREIGHT • 3PL, WAREHOUSING & DISTRIBUTION • CUSTOMS BROKERAGE • HAULAGE • TUG & BARGE 76 FREIGHT MANAGEMENT HOLDINGS BHD PERFORMANCE CORPORATE STRUCTURE ABOUT US KEY MESSAGES ANNUAL REPORT 2020 REVIEW AND LEADERSHIP AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONTINUED) SUMMARY OF ACTIVITIES OF THE ARMC (CONTINUED) • Reviewed the adequacy of scope, functions, competency and resources of the internal audit function. The ARMC was satisfied with the competence and independence of Internal Auditors in carrying out its scope of work. • Reviewed the assessment on the effectiveness of risk management and internal control of the Group. The ARMC was satisfied that the risk management framework and internal control system of the Group are able to function effectively in identifying, assessing and managing its risks. • Reviewed and deliberated on the Internal Audit Reports covering the internal audit scope and functions, plans, findings and reviews (including follow-up reviews), performance of the internal audit function for the Group as well as management action plans and responses on a quarterly basis. • Reviewed and recommended to the Board, the Corporate Governance Report and reports/statements for inclusion into the Annual Report, amongst others, Corporate Governance Overview Statement, ARMC Report, Management Discussion & Analysis and Statement on Risk Management and Internal Control. • Reviewed and recommended to the Board, the Circular to Shareholders in relation to the Proposed Renewal of Shareholders’ Mandate for RRPT of a revenue or trading nature. • Reviewed and recommended to the Board for adoption, the Anti-Bribery and Anti-Corruption Policy in line with the Adequate Procedures under Section 17A(5) of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”). INTERNAL AUDIT FUNCTION AND SUMMARY OF ACTIVITIES The Group recognises that an internal audit function is essential in ensuring the effectiveness of the Group’s system of internal control and is an integral part of the risk management process. The Group’s internal audit function was undertaken by the in-house internal audit team. The Internal Auditors (“IA”) of the Group report directly to the ARMC and assist the Board in monitoring and managing risks and internal control system. The ARMC approves the internal audit plan and the scope of internal audit covering the relevant departments within the Group from time to time. The IA had adopted a risk-based approach in undertaking the internal audits for the Group which involved the establishment of a comprehensive audit plan formulated through a risk assessment process. In doing so, the IA had planned the engagement through conducting necessary consultation sessions with the senior management and staff in order to identify the relevant risks faced by the Group. With the necessary understanding of these risks, it had facilitated the IA to develop a comprehensive audit programme in order to identify any weaknesses in the system of internal controls. At the same time, the Board had ensured that relevant control measures were implemented so as to address the control weaknesses identified during the course of the internal audit and enhance the integrity of the Group’s system of internal controls ultimately. This was carried out via necessary consultations with the IA and senior management. • SEA FREIGHT • AIR FREIGHT • LAND FREIGHT • 3PL, WAREHOUSING & DISTRIBUTION • CUSTOMS BROKERAGE •