KPJ Healthcare Berhad - Annual Report 2018

OUR BUSINESS & STRATEGY OUR PERFORMANCE AND OUTLOOK OUR RESULTS OUR GOVERNANCE APPENDICES ABOUT THIS REPORT 129 KPJ HEALTHCARE BERHAD www.kpjhealth.com.my AUDIT COMMITTEE REPORT COMPOSITION AND ATTENDANCE Composition The Audit Committee (AC) comprises of four members, all of whom are Independent Non-Executive Directors, and also members of the Board of KPJ Healthcare Berhad; which satisfy the requirements of Paragraph 15.09 (1)(a) and (b) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements (MMLR). All members were appointed as new members of the AC on 24 April 2018 whilst all the former members had retired on 23 April 2018. The Chairman of AC, Dato’ Muthanna bin Abdullah was appointed by the Board and is not the Chairman of the Board. The composition of the Committee and the record of their attendance at AC meetings held during the financial year are as follows: A member of the Committee, Christina Foo is a Chartered Accountant of the Malaysian Institute of Accountants. This meets the requirement of Paragraph 15.09 (1)(c) of the MMLR which stipulates at least one of the Committee members fulfils the financial expertise requisite. Collectively, AC members are qualified individuals having the essential skills and expertise to discharge the Committee’s functions and duties. AC’s financial literacy and ability to understand the financial reporting process have contributed to the AC’s discussion in upholding the integrity of the Company’s financial reporting process and financial statements. The annual review of the composition and performance of Audit Committee, including members’ tenure, performance and effectiveness as well as their accountability and responsibilities, was duly assessed via the Board Effectiveness Evaluation. Attendance AC meetings for 2018 were pre-arranged in December 2017 and communicated to the members early to ensure their time commitment. A minimum of four (4) meetings a year shall be planned, although additional meetings may be called at any time at the Chairman’s discretion. The quorum for all seven (7) meetings held during financial year 2018 was fulfilled. The meetings were held on 8 February 2018, 19 February 2018, 11 May 2018, 3 August 2018, 14 November 2018, 7 December 2018 and 18 December 2018 respectively. The Company Secretaries act as the AC Secretary in all AC meetings. The President & Managing Director, Senior Management together with Head of Internal Audit and External Auditors shall normally attend the meetings. Other Directors, Executive Directors of the hospitals and employee of the company and/or Group may attend any particular meeting upon invitation where appropriate. In year 2018, the External Auditors attended four (4) out of seven (7) meetings which were held on 8 February 2018, 19 February 2018, 3 August 2018 and 14 November 2018 respectively. Separate private sessions were also conducted without Management’s presence on 8 February 2018, 3 August 2018 and 14 November 2018. Minutes of the AC meetings were circulated to all members and extracts of the decisions made were escalated to relevant process owners for action. The Chairman of AC meeting provides a report and highlights significant points on the decisions and recommendations of AC to the KPJ Board. NAME OF MEMBER STATUS OF DIRECTORSHIP NO. OF MEETING ATTENDED Zainah binti Mustafa* Former Chairman Independent Non- Executive Director 2/2 Datuk Azzat bin Kamaludin* Former Member Independent Non- Executive Director 1/2 Dr. Kok Chin Leong* Former Member Independent Non- Executive Director 1/2 Dato’ Muthanna bin Abdullah Chairman Independent Non- Executive Director 5/5 Prof Dato’ Dr. Azizi bin Haji Omar Member Independent Non- Executive Director 4/5 Dato’ Dr. Bajit Kor A/P Teja Singh Member Independent Non- Executive Director 5/5 Christina Foo Member Independent Non- Executive Director 5/5 Total Number of Meetings 7 * Retired as AC Member w.e.f on 23 April 2018