PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

Audit Committee

The Audit Committee comprises three (3) Independent Non-Executive Directors. The Audit
Committee is chaired by an Independent Non-Executive Director, Mr. Chang Wei Ming. As such, the
Chairman of the Audit Committee is distinct from the Chairman of the Board. The composition of the
Audit Committee is in compliance with Paragraphs 15.09 and 15.10 of the MMLR of Bursa Malaysia
Securities and the recommendation of MCCG whereby all the three (3) Audit Committee members
are Independent Non-Executive Directors. None of the Independent Directors has appointed alternate
directors.

Name Directorship Designation

Mr. Chang Wei Ming Independent Non-Executive Director Chairman
Dr. Rozali Bin Mohamed Ali Independent Non-Executive Director Member
Mr. Chan Boon Hui Senior Independent Non-Executive Director Member

SUMMARY OF WORK OF THE AUDIT COMMITTEE

The summary of work carried out by the Audit Committee for the financial year under review is as
described below :

(A) Financial Reporting

(i) Reviewed and discussed the interim and year-end financial statements, prior to
recommendations to the Board. The key areas of focus are the following:

 Any change in accounting policies and practices.

 Significant adjustment arising from the audit.
 Going concern assumption.
 Compliance with accounting standards and other legal requirements.
 Significant matters highlighted in the financial statements
 Significant judgements made by the Management.
(B) External Audit

(i) Reviewed, discussed and approved the External Auditors scope of works, key areas
of audit emphasis audit approach and timetable.
(ii) Reviewed, discussed and assessed all significant matters highlighted by the internal
and External Auditors on financial reporting and operating issues.
(iii) Reviewed all significant judgement made by the management.
(iv) Discussed with the Management and the External Auditors on developments in
respect of the Malaysian Financial Reporting Standards applicable to the financial
statements of the Group and of the Company and their judgement of the items may
affect the financial statements.
(v) Carried out private meetings with the External Auditors without the presences of the
Executive Directors and Management of the Group.

(C) Internal Audit

(i) Reviewed and approved the internal audit plan proposed by the Head of the internal
audit department to ensure the adequacy of the scope and coverage of works prior to
the internal audit works commences.
(ii) Reviewed the findings of the internal audit reports together with the
recommendations from the internal auditors. The Audit Committee acknowledges
that the recommendations take into account the managements responses but are
subject to the Audit Committee’s review.
(iii) Carried out private meetings with the Internal Auditors without the presence of the
Executive Directors and Management of the Group.
(iv) Reviewed the performance of the Internal Auditors.
STATEMENT ON RISK MANAGEMENT

The Management-level Enterprise Risk Management Committee is established to assist the

Board to identify and assess the risks faced by the Group and thereafter to design, implement and
monitor appropriate risk management processes and internal controls to address and mitigate such
risks. The ERMC the potential risks concerning the business and operations to ensure that they are
effectively managed and reports its concerns to the Board and the Audit Committee.

Risk Management Framework

(i) A continuous practice of systematically evaluating and selecting cost effective

approaches for minimizing the effect of the threat of risk realization.

Risk management must strive for long-term risk reduction. It is an ongoing practise and
shall be linked back to the Company's objectives, whereby the cost of implementing the
system and measures taken for risk control or mitigation shall not be greater than the
anticipated benefits derived from such control and mitigation in terms of cost-benefit
analysis.

(ii) To manage rather than to eliminate risk factors in total

Regardless of how well the Risk Management Framework is created or how diligently the
Risk Management has been implemented, the Board recognises the nature of the residual
risk. The ultimate goal of risk management is to manage risk in a manageable and
acceptable manner, rather than to eliminate risk entirely.

(iii) To be embedded into the culture, processes and structures of the Company

The Risk Management Framework is intended to be integrated into the Group's culture,
procedures, and structures. The Board established an Enterprise Risk Management
Committee, comprised of all executive directors and select senior employees, with the
goal of spreading the spirit and culture of risk management throughout the Group.

(iv) Continuous improvement

The Enterprise Risk Management Committee's terms of reference are reviewed annually.
The Committee would actively refine and attempt to enhance the existing Risk
Management System.
CONTROL ENVIRONMENT AND KEY ELEMENTS OF INTERNAL CONTROL

The Board is committed towards maintaining a strong control structure and environment for
the proper conduct of the Group’s business operations and towards achieving a sound system of
internal control. The control processes in place are as follows:

i. Organisation Structure with Defined Roles and Responsibilities

The Executive Directors' terms of reference are quite specific. To improve the
performance of the Group, job functions for the Management and staff have been
simplified to give clearly defined roles and responsibilities.

ii. Authority Limits

To guarantee accountability and responsibility, authority delegation, including

authorization limitations at different levels of management and those requiring the
Board's approval, is clearly specified.

iii. Formalised Strategic Planning Processes

The Group has created the necessary business plans, which clearly state the company's
goals, strategies, and ambitions. Annual business planning and budgeting is done to set
goals and objectives against which performance is continuously tracked. The process of
business planning includes the identification of key company risks, which are then
periodically assessed throughout the year.

iv. Continuous Employee Education

All workers are urged to develop their skills through proper instruction and ongoing
learning. In order to inspire and enhance the leadership qualities of Group workers and
help them behave better at work and in interactions with external parties like customers
and suppliers, the Group has implemented a continual training programme.
v.
Quality Control

The Group places a strong emphasis on ongoing work to maintain the calibre of its
output. The Directors have made sure that all laws pertaining to the industry have been
taken into account and comply with, including environmental restrictions, safety and
health requirements, and other laws.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL
RELATIONSHIP WITH STAKEHOLDER

Communication with Stakeholder

The Board recognises the need of open, regular, and coherent interactions with the investing
community in a manner that respects commercial confidentiality and legal requirements. In response
to the MCCG's proposal, the Board codified the Corporate Disclosure Policy to help it provide
information that is
To guarantee that communications to the investing public are accurate, timely, factual,
instructive, balanced, widely disseminated, and in line with relevant legal and regulatory obligations,
they must be both complete and accurate and produced on a timely basis.
The Board supports investor interaction and understands the significance of being open and
responsible to its shareholders. In addition to helping the Board understand the expectations and
concerns of the shareholders, effective communication with shareholders helps investors better
understand the company's goals.

The appointment of an Investor Relation Officer and a Senior Independent Non-Executive

Director to the Board by the Board has opened up additional channels for more direct communication
between shareholders and the Company. The following individuals may be contacted via email at
[email protected] or [email protected], respectively, by shareholders
who wish to get in touch with the company.

Conduct of General Meeting

The Annual General Meeting ("AGM") continues to be the key venue for communication with
shareholders where they may ask questions about the company's operations and financial reporting.
The general meetings will be attended by all of the directors, senior management, and external
auditors.

The Board encourages shareholders who attend the general meetings to ask questions about
the Annual Report, the resolutions that are being proposed, and the business of the Company or the
Group in general before asking members and proxies to approve the resolutions. The Board also gives
shareholders enough time and opportunity to do so. In response to inquiries from shareholders during
the annual meeting, all directors, each board committee's chair, and senior management will, as
necessary, give comments, replies, and clarifications.
 In order to encourage shareholder participation at general meeting, the Company informs
shareholders in the Notice of AGM, which is sent to shareholders at least twenty-eight (28) days prior
to the AGM, about the specifics of the general meeting, resolutions to be tabled for approval,
shareholders' entitlement to attend general meeting, and their right to appoint proxies.

AGENDA

1. Audited Financial Statement

Since the Audited Financial Statements do not need to be approved by the shareholders per
Section 340(1)(a) of the Companies Act 2016, this agenda item is only intended for
discussion. Consequently, no vote will be taken on this agenda item.

2. Approval to continue in office as Independent Non-Executive Director

The Board has evaluated Dr. Rozali Bin Mohamed Ali, Mr. Chan Boon Hu and Mr. Chang
Wei Ming independence and is confident that they will continue to contribute independent
viewpoints to the Board and protect the Company's minority interest. The Board is confident
that their leadership skills, industry expertise, and experience will continue to benefit the
Board and Board committees in a neutral way.

3. Authority to issue and allot shares pursuant to the Companies Act 2016

The Previous Mandate granted by the shareholders was not carried out by the Company as of
the date of this Notice, and no funds were generated therefrom.

If the proposed resolution is approved, the Company's directors will have the freedom to
engage in any potential fund-raising activities, such as the placement of shares, without
having to call a general meeting in order to fund the company's future investment projects,
working capital, acquisitions, and/or such other purposes as the directors may deem fit. This
power shall terminate at the end of the Company's next Annual General Meeting, unless
earlier repealed or modified by the Company at a general meeting.