• Reviewed the amount of audit and non-audit fees paid or payable by the Group and its subsidiaries to the External Auditors for FY2024. • Held two (2) private sessions on 18 April 2025 and 19 November 2025 with the External Auditors without the presence of the Executive Directors and Management, to review key issues within their sphere of coverage and responsibilities in regards to the Audit of the Financial Statements of the Group for FY2024 and FY2025. It was noted that Audit Committee members had confirmed that they did not have any knowledge of fraud within the Group. The activities of the Audit Committee for FY2025 with regard to matters relating to internal audit function, internal controls and operations were as follows: • Reviewed the internal audit reports prepared by the Internal Auditors and provided constructive feedback in ensuring the adequacy and effectiveness of the internal control system of the Group. Where appropriate, the Audit Committee directed the Management to rectify and improve control procedures. The Audit Committee also monitored the progress of the agreed upon action plans taken by Management to close the audit findings. • Reviewed the business plan for the financial years 2025-2027 for recommendations to the Board for approval. • Reviewed the Audit Committee report, Statement of Risk Management and Internal Control, the Additional Compliance Information and Annual Group Sustainability Statement, to ensure adherence to legal and regulatory reporting requirements and appropriate resolution of accounting matters requiring judgement and recommended the same to the Board for approval. • Reviewed and approved the Internal Audit Plan for FY2025 proposed by the Internal Auditors to ensure adequate scope and coverage of the Group’s activities based on identified and assessed key risk areas. Also considered the adequacy of the manpower sufficiency of the internal audit team to perform the activities envisaged in the internal audit plan. • Reviewed the procedures for recurrent related party transactions for purposes of ensuring that the processes and controls were in place to ensure that recurrent related party transactions were not more favorable to the related parties than those generally available to the public and were not to the detriment of the minority shareholders. • Reviewed the Whistleblower report prepared by the Internal Auditors and provided constructive feedback in ensuring process governance and system configuration. INTERNAL AUDIT FUNCTION The Audit Committee is supported by an independent and adequately resourced in-house Group Internal Audit (“GIA”) in the discharge of its duties and responsibilities. The function of GIA is guided by its Internal Audit Charter which defines the authority, duties, and responsibilities and independence of all GIA members. GIA reports functionally to the Audit Committee and maintains its impartiality, proficiency and due professional care. The principal responsibility of GIA is to provide independent and objective assurance and advisory services designed to add value and improve the operations of the Group. This includes the continuous examination and evaluation of the adequacy and effectiveness of the Group’s risk management, internal control and governance processes. The audit approach and objectives are based on the guidance of the Institute of Internal Auditors’ Global Internal Audit Standards and the Committee of Sponsoring Organisations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework. Reference is made to the frameworks in assessing and reporting on the adequacy and effectiveness of the internal control, governance and risk management. During the financial year, the key activities performed by GIA included the following: • Performed periodic audit engagements covering the review of internal controls over key operating processes based on the approved internal audit plan using a riskbased approach, with detailed internal audit reports progressively issued to the Audit Committee. AR 2025 | GOVERNANCE 228
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