AUDIT & RISK COMMITTEE REPORT
COMPOSITION AND MEETINGS
The Audit & Risk CommiƩee (“ARC”) has three (3) members, all of whom are non-execuƟve directors and a majority of whom are independent, including the Chairman of the ARC.
All members of the ARC are Įnancially literate and are able to read, analyse, interpret and understand Įnancial statements in order to eīecƟvely discharge their duƟes and responsibiliƟes as
members of the ARC. Dato’ Ab. Halim Bin Mohyiddin, an Independent Non-ExecuƟve Director, is a council member of the Malaysian InsƟtute of CerƟĮed Public Accountants (“MICPA”). Accordingly,
Digi.Com Berhad and its Group of Companies (“Digi” or “the Group”) complies with Paragraph 15.09(1)(c)(i) of the Main Market LisƟng Requirements of Bursa SecuriƟes (“MMLR”).
Details of the ARC members and the aƩendance of each member at ARC meeƟngs during the Įnancial year ended 31 December 2014 are set out as below:
NAME
STATUS
MEETINGS ATTENDED
Datuk Seri Saw Choo Boon
Chairman/Independent Non-ExecuƟve Director
6/6
Dato’ Ab. Halim Bin Mohyiddin
Member/Independent Non-ExecuƟve Director
6/6
Tore Johnsen
Member/Non-Independent Non-ExecuƟve Director
6/6
The ARC held six (6) meeƟngs during the Įnancial year ended 31 December 2014. The CEO, CFO and Head of Assurance were also invited to aƩend and provide clariĮcaƟon on audit issues and the
operaƟons of Digi. Relevant Management of the audit subjects were invited to brief the ARC on speciĮc issues arising from relevant audit reports.
The Board reviews the terms of oĸce of the ARC members annually. The Board also assesses the performance of the ARC and its members through an annual Board CommiƩee eīecƟveness
evaluaƟon and is saƟsĮed that they are able to discharge their funcƟons, duƟes and responsibiliƟes in accordance to the Terms of Reference of the ARC, which are available on Digi’s website,
thereby supporƟng the Board in the areas of corporate governance, system of internal control, risk management and Įnancial reporƟng within Digi.
DeliberaƟons during the ARC meeƟngs, including the issues tabled and raƟonale adopted for decisions were recorded. Minutes of the ARC meeƟngs were tabled for conĮrmaƟon at the following
ARC meeƟng and subsequently presented to the Board for notaƟon. The ARC Chairman conveyed to the Board maƩers of signiĮcant concern as and when raised by the External Auditors or
Assurance Department.
Summary of AcƟviƟes
In early 2015, the Board assessed the eīecƟveness of the ARC performance for the Įnancial year ended 31 December 2014 and was saƟsĮed that it was operaƟng in an eīecƟve manner.
The ARC’s principal acƟviƟes during 2014 were as follows:
Financial ReporƟng
(a) Reviewed the quarterly unaudited Įnancial results of Digi before recommending them for approval by the Board of Directors.
(b) Reviewed the annual audited Įnancial statements of Digi for 2014 with the external auditors prior to submission to the Board of Directors for their approval.
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