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230  MSM MALAYSIA HOLDINGS BERHAD             WHO WE ARE     STATEMENT & DISCUSSION BY OUR LEADERS   HOW WE OPERATE
          ANNUAL INTEGRATED REPORT 2021

            AUDIT, GOVERNANCE AND


            RISK COMMITTEE REPORT









            The  AGRC  discharges  its  responsibilities  through  a    The existence of  the Committee does not  diminish the
            series of scheduled meetings during the year.  The  AGRC    Board’s ultimate statutory and fiduciary responsibilities for
            conducted a total of thirteen (13) meetings including eight (8)     decision-making relating to the functions and duties of the
            unscheduled meetings which were held on 29 March 2021,     Committee.
            5 April 2021, 26 April 2021, 7 July 2021, 9 September 2021,
            12 October 2021, 19 November 2021 and 8 December 2021.   SUMMARY OF WORKS

            The Company Secretary and Chief Internal  Auditor     The salient matters that the  AGRC considered during
            act as the Committee’s Secretaries in all the meetings.     the  financial  year  2021  in  discharging  their  duties  and
            The meetings were attended by Group Chief Executive   responsibilities  through  the  13  meetings  held  and
            Officer  (Group  CEO),  Chief  Financial  Officer  (CFO),     various private sessions with the external and internal
            Group  Chief  Operating  Officer  (Group  COO),  Head  of   auditors are as follows:
            Corporate Governance & Risk Management together with
            the members of Senior Management and the external
            auditor,  upon  invitation,  to  brief  the  Committee  on  related
            matters.                                                      Financial Reporting

            The AGRC meetings were conducted in accordance with the
            requisite quorum of two (2) members as stipulated in the     a.  Quarterly Financial Results
            Term of Reference (TOR) of AGRC.
                                                                    At  the  AGRC  meetings  held  on  17  February  2021,
            All  AGRC  meeting  minutes,  including  meeting  papers,     17 May 2021, 13  August 2021 and 11 November 2021,
            on matters deliberated by the Committee in the discharge of   the  AGRC  reviewed  and  discussed  with  Management
            its functions were properly documented. Minutes of the AGRC   the unaudited  quarterly  financial  results, any  changes in
            were circulated to the members for confirmation. Reports on   accounting policies, the going concerns assumptions, and
            the proceedings of the Committee meetings were tabled to   ensuring that the necessary processes and controls are
            the Board quarterly.                                    in compliance with accounting standards and regulatory
                                                                    requirements before recommended to the Board for
                                                                    approval.
            ROLES OF THE COMMITTEE
                                                                    The  AGRC  also  reviewed  the  reports  of  the  external
            Key  areas  under  the  purview  of  the  AGRC  include  the     auditor from their quarterly financial statement review
            financial reporting and performance oversight, internal    and significant matters highlighted by the external
            audit, external audit, Related Party  Transactions (RPT),    auditor in the financial statements and significant
            Recurrent RPT, governance oversight, ethics and integrity,   judgments made by Management.
            risk management, internal control environment, sustainability
            framework  and  anti-bribery.  Further  details  on  the  functions   b.  Audited Financial Statements
            and duties of the  AGRC are provided in its  TOR which
            is available at the Company’s corporate website at       On 12 March 2021, the  AGRC together with external
            www.msmsugar.com.                                       auditor and Management had considered and reviewed
                                                                    the draft of the audited financial statements for the
            The AGRC’s TOR has been established pursuant to the Listing   year ended 31 December 2020 together with the
            Requirements  and  was  approved  by  the  Board  to  guide   Directors’ and  Auditor’s Statement and concluded
            the Committee in the discharge of its functions and duties.     that the financial report presented a true and fair view
            In  addition,  the  TOR  also  recognises  and  adopts  related     of the Company’s financial performance for the year and
            better practices and guidance from the MCCG and the     was in compliance with regulatory requirements.
            Corporate Governance Guide. The TOR of AGRC was approved
            by the Board on 24 July 2020.
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