Secretary
The Company Secretary shall be the Secretary of the ARC and shall be responsible, in consultaƟon with the Chairman, for drawing up the agenda and circulaƟng it, supported by explanatory
documentaƟon, to the ARC members prior to each meeƟng. The Secretary shall also be responsible for keeping the minutes of meeƟngs of the ARC and circulaƟng them to the ARC members and
to the other members of the Board of Directors.
MeeƟngs
MeeƟngs shall be held not less than four Ɵmes a year and will normally be aƩended by the CFO and the Head of Assurance. The presence of external auditors will be requested if required and the
external auditors may also request a meeƟng if they consider it necessary. The ARC shall meet with the external auditors without the presence of Management at least twice a year. By request of
the ARC, the Head of Assurance and/or his team members, if required, shall meet with the ARC without the presence of Management. The ARC may regulate its own procedure in lieu of convening
a formal meeƟng by means of video or teleconferencing or any other means of audio or audio-visual communicaƟons.
ResponsibiliƟes
The ARC shall undertake the following responsibiliƟes:
Financial ReporƟng
•
Review quarterly results, year-end Įnancial statements and any formal announcements aīecƟng Digi in accordance with Main Market LisƟng Requirements of Bursa SecuriƟes (“MMLR”),
in consultaƟon with Management and the external auditors prior to recommendaƟon to the Board for its approval, focusing on but not limited to, the following:
•
Going concern assumpƟon;
•
Compliance with accounƟng standards, statutory and regulatory requirements;
•
Changes to accounƟng policies, if any as required by MASB, pracƟces within the Group and implementaƟon of such change;
•
SigniĮcant issues arising from the audit;
•
SigniĮcant change or unusual transacƟons, criƟcal accounƟng esƟmates and judgmental areas, taking into account the views of the external auditors; and
•
Review the adequacy and accuracy of disclosures to the Įnancial statements.
•
Review any related party transacƟons and conŇict of interest situaƟons that may arise within Digi, including any transacƟon, procedure or course of conduct that raises quesƟons onmanagement
integrity, and to ensure that the Directors report such transacƟons annually to shareholders via the annual report.
•
Review with the external auditors the results of the audit, the management leƩer, Management’s responses and any diĸculƟes encountered (in the absence of Management, where necessary).
•
Ensure Ɵmely submission of quarterly announcements and annual Įnancial statements by Management.
Risk Management and Internal Control
•
Review the adequacy and eīecƟveness of risk management, internal control and governance systems in Digi, including informaƟon technology security and control, and to evaluate the systems
with the external auditors.
•
Ensure that Assurance carries out its funcƟons according to the standards set by recognised professional bodies.
AUDIT & RISK COMMITTEE REPORT
TERMS OF REFERENCE
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