FGV Annual Report 2015

115 WHO WE ARE & WHAT WE DO OUR STRATEGIC INTENT & PERFORMANCE HOWWE ARE GOVERNED CREATING SUSTAINABLE VALUE OUR NUMBERS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING ADDRESSING OUR RISKS & OPPORTUNITIES Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance 4) Reviewing the Internal Audit Process • Approved the revision of the Group Internal Audit Charter for clarity of the purpose, authority and responsibility of Group Internal Audit. • Approved the Annual Group Internal Audit Plan and its revision at half year, which was prepared on a priority ranking system based on a risk assessment of the audit universe to provide sufficient audit coverage. For 2015, the internal audit strategy was to assess the supervision and monitoring responsibilities and systems at various levels of the Group towards enhancing the Group’s governance, risk management and control processes. • Reviewed the adequacy of competency and resources of Group Internal Audit to execute the Annual Group Internal Audit Plan, including monitoring the progress of recruitment for vacant positions. • Reviewed the reports issued by Group Internal Audit on the effectiveness and adequacy of governance, risk management and control processes. • Reviewed the monitoring of the resolution of issues and recommendations from reports issued by the Management Audit Committee. • Reviewed the outcome of investigations, including investigative reports arising from whistleblowing complaints, and monitored the progress and outcome of action taken by the Management on confirmed misconduct, fraud and non-compliances. • Reviewed the reports on analysis and status of whistleblowing complaints up until August, 2015. • Approved the transfer of the investigation role of Group Internal Audit to the Management, including the Whistleblowing Committee’s secretariat role effective from 1 September 2015. • Approved the closure of Group Internal Audit’s office in Sahabat, Sabah to operate centrally from the Kuala Lumpur office only from mid-2016. • Appraised the performance and approved the remuneration (including the contract review, annual increment and bonus) of the FGV Chief Internal Auditor. • Prior to the Audit Committee meetings, the Chairman held private meetings and discussions with FGV Chief Internal Auditor on the internal audit reports and any related matters. 5) Reviewing the Related Party Transactions • Reviewed the quarterly report on Recurrent Related Party Transactions to monitor the transactions against the Shareholders’ mandate. • Reviewed the draft Circular to the Shareholders to seek mandate on new and existing Recurrent Related Party Transactions of the Group and recommend the same for approval of the Board. • Reviewed the internal audit report on Recurrent Related Party Transactions. • Reviewed a Recurrent Related Party Transactions proposal for approval of the Board. 6) Reviewing the Whistleblowing Process • Reviewed the reports on analysis and status of whistleblowing complaints. 7) Other activities • Reviewed the Terms of Reference of the Audit Committee and recommended the same to the Board for approval. • Reviewed Statement on Risk Management and Internal Control and Statement on Corporate Governance to be included in the Annual Integrated Report for the financial year 2014 and recommended the same to the Board for approval. The Audit Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Audit Committee Meetings and its recommendations. The copies of confirmed minutes of each of the Audit Committee Meeting were also circulated to the Board for noting at the next practicable Board Meeting. AMONG THE PRINCIPAL MATTERS HIGHLIGHTED TO THE BOARD • The Audit Committee’s views on the Quarterly Unaudited Financial Results and the Audited Financial Statements. • Key findings from the Group Internal Audit Reports. • Key findings from the External Auditor’s Reports from quarterly reviews and yearly review.