A total of 40 engagements with the investment community were carried out in FY2023. All communications were undertaken through physical, online platforms and virtual briefings. Participation includes overseas roadshows as well as visit to plant and factories. Stakeholder engagements in FY2023 Number of activities Briefing to Analysts and Fund Managers 20 Participating in Investor Conferences organised by Investment banks for domestic as well as foreign fund managers 6 ESG Engagement 6 In-house Investor meetings 4 Engagement with other stakeholders 4 Total 40 The Board aims to present a balanced and understandable assessment of the Company’s and the Group’s position and prospects in the various financial and non-financial information to shareholders, investors and regulatory authorities. II. Conduct of General Meeting The AGM is the principal forum for dialogue between the Company and its shareholders and investors. At the AGM, the Board briefs shareholders on the status of the Group’s businesses and operations. The GMD presents the overall performance of the Group. Shareholders are given the opportunity to raise questions on the Group’s activities and prospects as well as to communicate their expectations and concerns to the Company. Extraordinary General Meetings are held as and when shareholders’ approvals are required on specific matters. The 25th AGM of the Company held on 30 August 2022 was conducted entirely through live streaming and online remote voting via remote participation and voting facilities (“RPV”) via Tricor Investor & Issuing House Services Sdn. Bhd. (“TIIH”) Online website at https://tiih.online. RPV enabled remote shareholders’ participation and online remote voting by leveraging on technology in accordance with Section 327(2) of the Companies Act, 2016 and Clause 72 of the Company’s Constitution. The virtual AGM was attended by 288 shareholders and the Board of Directors answered questions submitted by shareholders prior and during the AGM. Some questions were answered via email. The Company conducted poll voting on all the resolutions proposed at its 25th AGM in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. TIIH was appointed as the poll administrator to conduct the polling voting electronically, and Messrs SKY Corporate Services Sdn. Bhd. as an independent scrutineer, verified the poll results. The scrutineer upon verification of the poll results, announced the results for the resolutions which included votes in favour and against, upon which the Chairman of the Meeting declared whether the resolutions were carried. The poll results were also announced by the Company via Bursa LINK on the same day for the benefit of all shareholders. The Board has deliberated, reviewed and approved the Corporate Governance Overview Statement on 10 July 2023. Corporate Governance Overview Statement Audit Committee Report The Audit Committee assists the Board in safeguarding the quality and reliability of financial reporting and fulfilling its fiduciary responsibilities relating to internal control. The Audit Committee is guided by its terms of reference as set out in the Company website. MEMBERSHIP The Audit Committee currently consist of four (4) members, all of whom are Independent Non-Executive Directors. The list of Audit Committee members in the financial year under review (FY2023) is available in the Corporate Governance Overview Statement at page 94. The Audit Committee members are financially literate, competent and possess a wide range of necessary skills necessary to discharge their duties. Majority of the Audit Committee members are members of the Malaysian Institute of Accountants (MIA) and/or professional accounting body, meeting Paragraph 15.09 (1)(c)(i) of the Listing Requirements. ATTENDANCE AT MEETINGS During FY2023, the Committee held a total of five (5) meetings. Details of attendance of the Committee members are available in the Corporate Governance Overview Statement at page 95. Where relevant and necessary, Members of Management are invited to attend the meetings to ensure that the topics of discussion are comprehensively deliberated and any concerns noted by the Audit Committee are effectively and immediately communicated. The Secretary to the Committee is the Company Secretary. In the financial year under review, the Audit Committee held three (3) meetings with the External Auditors without the presence of the executive board members and management, to allow the auditors to discuss any issues arising from the audit assignment or any other matter, which the External Auditors wish to highlight. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE (AC): In accordance with the terms of reference of the AC, the following were the activities undertaken by the AC during the financial year: A) FINANCIAL STATEMENTS AND CORPORATE GOVERNANCE Reviewed and recommended the Quarterly and Annual Financial Statements of the Company and Group (including announcements to Bursa) for the Board’s approval, focusing particularly on: • the appropriateness and relevance of accounting policies and practices adopted and their application; • any significant changes to the basis of preparation of the financial statements or new accounting standards adopted during the year which impacted the results or financial position of the Group; • the compliance with financial reporting standards and other regulatory or legal requirements; • amendments to the Main Market Listing Requirements and Companies Act 2016, if any; • disclosure of related party transactions; and • significant accounting matters involving management’s judgments or estimates, unusual events or transactions during the year or subsequent to year-end. Reviewed recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations in the ordinary course of business of the Company and its subsidiaries to ascertain that these transactions were undertaken on normal commercial terms and within the mandate given by shareholders. Reviewed and recommended the Board’s approval of the Circular to Shareholders in respect of the proposed shareholders’ mandates for recurrent related party transactions and proposed new mandates for additional recurrent related party transactions of revenue or trading nature. QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 SEC. L E A D E R S H I P & G OVERNANCE 6 103 102 PG. PG.
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