2018 UEM Edgenta Annual Report

No. Description Directors’ benefits (f) Directors’ & Officers’ Liability Insurance The Company through UEM Group Berhad’s group-wide Directors’ and Officers’ Liability Insurance maintains coverage throughout the financial year to indemnify directors and officers against any liability incurred by them in the discharge of their duties while holding office as directors and officers of the Company. (g) Subsistence allowance for business travel Peninsular & East Malaysia – RM150 per day Overseas – USD125 per day The Company would be seeking shareholders’ approval at the forthcoming Annual General Meeting for the payment of Directors’ benefits for items (a) to (c) of the above table. B. EFFECTIVE AUDIT AND RISK MANAGEMENT B1. AUDIT COMMITTEE The Audit and Risk Committee (“ARC”) led by Mr. Robert Tan Bun Poo, assists the Board in its oversight of the Company’s financial reporting, and in fulfilling its fiduciary responsibilities relating to internal controls. This includes risk management, maintenance of financial and accounting records and setting policies as well as financial reporting practices of the Group. It also reviews related party transactions, conflict of interest situations that may arise within the Group and the provision of non-audit services by the External Auditors. The ARC comprises of three (3) members, all of whom are Non-Executive Directors, with a majority of them being Independent Directors. The ARC Report including its membership, composition and summary of work carried out by the ARC during financial year 2018 is presented on pages 126 to 127 of this Annual Report. The duties and responsibilities of the ARC are set out in its Terms of Reference which is available at the Company’s website at www.uemedgenta.com . The Board, through the ARC, maintains a transparent and professional relationship with the Internal and External Auditors. The ARC has been explicitly accorded the authority to communicate directly with both the Internal and External Auditors. Currently, Messrs Ernst & Young provides independent and professional external auditing services to the Group. The ARC conducts yearly assessment on the suitability and independence of the External Auditors. For the year under review, the External Auditors have confirmed to the Board their independence in providing their services. The ARC and Board meets up with the External Auditors at least twice and once a year respectively in the absence of the Managing Director/ Chief Executive Officer and Management. The Board is satisfied with the outcome of the assessment of the External Auditors on their suitability and independence, and is recommending their re-appointment at the forthcoming annual general meeting, subject to the approval of the shareholders. B2. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK Effective Risk Management and Internal Control Framework The Board has overall responsibility for the system of Risk Management and Internal Control which includes financial controls, operational and compliance controls to ensure that shareholders’ investments, customers’ interests and the Company’s assets are safeguarded. The Statement on Risk Management and Internal Control as set out on pages 118 to 125 of this Annual Report provides an overview of the state of internal controls within the Group. CORPORATE GOVERNANCE OVERVIEW STATEMENT Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 116