KENANGA ANNUAL REPORT 2017
1. COMPOSITION 1.1 The Audit Committee (“ AC ”) presently comprises five (5) members of the Board, four (4) of whom are Independent Non-Executive Directors and one (1) is Non-Independent Non-Executive Directors as follows: a. Jeremy Nasrulhaq Chairman, Independent Non-Executive Director (Appointed as Member of the AC on 1 June 2017 and subsequently re-designated as AC Chairman on 8 September 2017) b. Izlan Izhab Member, Independent Non-Executive Director (Appointed as Member of the AC on 7 February 2017) c. Luk Wai Hong, William Member, Independent Non-Executive Director (Change of designation from Member to Chairman of the AC on 7 February 2017 and subsequently re-designated from Chairman to Member of the AC on 8 September 2017) d. Kanagaraj Lorenz Member, Independent Non-Executive Director (Appointed as Member of the AC on 2 April 2018) e. Ismail Harith Merican Member, Non-Independent Non-Executive Director Mr. Kanagaraj Lorenz was appointed in place of Mr. Luigi Fortunato Ghirardello (“ Mr. Ghirardello ”) who has ceased to be a member of the AC effective from 2 April 2018 following a revision to the AC’s composition. Mr. Ghirardello has been serving as a member of the AC since his appointment on 7 February 2017. 1.2 The composition of the AC is in line with Paragraphs 15.09(1)(a) and 15.09(1)(b) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (“ MMLR ”) which requires the AC to compose of no fewer than three (3) members, all of whom must be Non-Executive Directors, with a majority of them being Independent Directors. 1.3 During the financial year ended 31 December 2017, the composition of the AC has gone through the following changes: a. Appointment of New Member Following the cessation of Datuk Kevin How Kow as a member of the AC on 31 May 2017, Encik Jeremy Nasrulhaq (“ Encik Jeremy ”) was appointed as a new member of the AC on 1 June 2017 enabling the Company to meet the requirement of Paragraph 15.09(1)(c) of the MMLR which states that at least one (1) member of the AC shall possess the requisite qualification as stated therein. Encik Jeremy, is a Fellow member of the Chartered Institute of Management Accountants, United Kingdom and a registered Chartered Accountant of the Malaysian Institute of Accountants (“ MIA ”). b. Change in Chairmanship The Chairmanship of the AC was changed on 8 September 2017 with the appointment of Encik Jeremy as the new Chairman, following the re-designation of Mr. Luigi Fortunato Ghirardello from an Independent Non-Executive Director to a Non-Independent Non-Executive Director of the Company and the restructuring of the composition of the Board committees to comply with Bank Negara Malaysia (“ BNM ”)’s Policy Document on Corporate Governance and the MMLR, which requires Board Committees to comprise majority Independent Directors with the Chairman being an Independent Director. Annual Report 2017 59 AUDIT COMMITTEE REPORT
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