The Board oversees, reviews and monitors the operation, adequacy and effectiveness of the Group’s system of internal controls. The Board defines the level of risk appetite, approves and oversees the operation of the Group’s Risk Management Framework, and assesses its effectiveness and reviews any major/significant risk facing the Group. The risk framework also includes pertinent risk management policies and guidelines to provide structured guidance to personnel across the Group in addressing risk management. The risk appetite of the Group is articulated via the use of risk parameters in the framework, covering financial and non-financial metrics, to assess the likelihood or risks occurring and the impact thereof should the risks crystallise.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
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PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT cont’d Part II – Risk Management and Internal Control Framework cont’d 9. Risk Management and Internal Control Framework cont’d
The AC oversees the risk management framework of the Group, reviews the risk assessment and management policies formulated by Management regularly together with the Internal Auditors and makes relevant recommendations to Management to update the Group Risk Profile. The AC also discusses with the Board on areas of high risk faced by the Group and the adequacy of compliance and control throughout the organisation, and makes relevant recommendations to the Board to manage residual risks.
The Board has been integrating the risk issues into their decision-making process whilst maintaining the flexibility to lead the business of the Group through the ever-changing internal and external environments.
The Company continues to maintain and review its internal control procedures to ensure the protection of its assets and its shareholders’ investment.
Details of the main features of the Company’s risk management and internal controls framework are further elaborated in the AC Report and the Statement on Risk Management and Internal Control on pages 39, 40 and 41 of this Annual Report.
10. Governance, Risk Management and Internal Control Framework
The Board has outsourced the internal audit (“IA”) function to an independent assurance provider, namely Wensen Consulting Asia (M) Sdn. Bhd. to provide an independent appraisal over the system of internal control of the Group and reports directly to the AC. The responsibilities of the Internal Auditors include providing independent and objective reports on the state of internal controls and the significant operating units in the Group to the AC, with recommendations for improvement to the control procedures, so that remedial actions can be taken in relation to weaknesses noted in the systems. The engaging partner and team are free from any relationships or conflict of interests with the Company, to ensure the Internal Auditors’ objectivity and independence are not impaired.
During the financial period under review, the internal auditors have conducted review on the Group in accordance to the Internal Audit Plans, which have been approved by the AC.
The Internal Auditors will perform periodic testing of the internal control systems to ensure that the system is robust.
The Statement on Risk Management and Internal Control as included on pages 40 and 41 of this Annual Report provides the overview of the internal control framework adopted by the Company during the financial period ended 30 June 2021.
PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS Part I – Communication with Stakeholders
11. Continuous Communication Between Company and Stakeholders
The Group recognises the importance of prompt and timely dissemination of information to the shareholders and the investors, in order for these stakeholders to be able to make informed investment decisions. Towards this, the Company’s website at http://www.fintec.global/ incorporates a corporate section which provides all relevant information on the Company and is accessible by the public. This corporate section enhances the investor relations function by including all announcements made, annual reports as well as the corporate and governance structure of the Company.
The Company has put in place a Corporate Disclosure Policy with the objective to ensure communications to the public are timely, factual, accurate, complete, broadly disseminated and where necessary, filed with regulators in accordance with applicable laws. The Executive/Managing Director is the spokesperson of the Company on all matters relating to the Company to ensure compliance with the disclosure obligations as well as overseeing and co-ordinating disclosure of information. The Board delegated the authority to the Executive/Managing Director of the Company to ensure that Corporate Disclosure Policy is being adhered to by senior Management and the Company Secretaries in respect to disclosure obligations. The Executive/Managing Director is also given the authority to approve all announcements.
In addition, the Directors engage with shareholders at least once a year during the AGM to understand their needs and seek their feedback.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
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PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS cont’d Part II – Conduct of General Meetings
12. Shareholder Participation at General Meetings
The AGM is the principal forum for shareholder dialogue, allows shareholders to review the Group’s performance via the Company’s Annual Report and pose questions to the Board for clarification.
The Board encourages the attendance of the shareholders at the Company’s AGM. The notice period of the forthcoming 14th AGM given to the shareholders is 28 days in advance, which is in compliance with the minimum of 21 clear days.
The shareholders are thus provided with ample time to review the annual report, to appoint proxies and to collate questions to be asked at the AGM.
All the Directors shall endeavour to present in person to engage directly with, and be accountable to the shareholders for their stewardship of the Company the AGM. The proceedings of the AGM will include the presentation of the external auditors’ unqualified report to the shareholders, and a Q&A session during which the Chairman will invite shareholders to raise questions pertaining to the Company’s financial statements and other items for adoption at the meeting, before putting a resolution to vote. The Directors and the external auditors will be in attendance to respond to the shareholders’ queries.
In addition, to encourage greater shareholders’ participation at the general meetings, the Company have explored to leverage on technology to facilitate hybrid or full virtual general meetings and remote shareholders’ participation at general meetings. During the financial period under review, the general meetings of the Company were held either by way of hybrid meetings or fully virtual meeting basis with remote shareholders’ participation and voting.
This CG Overview Statement was approved by the Board on 21 October 2021.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
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