Audit and Risk Management Committee Report Print E-mail


The ARMC of GTB is pleased to present the ARMC Report for the financial year ended 31 December 2022 in compliance with Paragraph 15.15 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

ARMC was established to serve as a committee of the Board and is guided by its terms of reference in performing their duties and discharging their responsibilities. The terms of reference of ARMC can be viewed at the Company’s website at

Composition and Meetings

ARMC members and details of attendance of each member at the ARMC meetings held during the year are as follows:


Ms Lam Voon Kean and Ms Ong Huey Min are members of the Malaysian Institute of Accountants. The ARMC, therefore, meets the requirements of Paragraph 15.09(1)(c) of the MMLR which stipulate that at least one (1) member of the ARMC must be a qualified accountant.

Summary of the work of the ARMC

In line with the terms of reference of the ARMC, the work carried out by the ARMC in the discharge of its functions and duties for the financial year ended 31 December 2022 are as follows:

Financial Procedures and Financial Reporting

  • Reviewed the following Group financial statements and made recommendations to the Board for approval of the same, as detailed below:


The review of the unaudited quarterly financial results is to ensure the disclosures are in compliance with the Malaysian Financial Reporting Standards (“MFRS”) 134 - Interim Financial Reporting and latest requirement of  applicable disclosure provisions in the MMLR.

  • Reviewed the audited financial statements of the Company and the Group for the financial year ended 31 December 2022 which covers the financial position and performance for the year to ensure that they presented a true and fair view and complied with all disclosures and regulatory requirements and recommended the audited financial statements to the Board for approval.
  • Reviewed the ARMC report, Statement on Risk Management and Internal Control and Corporate Governance Overview Statement for inclusion in the Annual Report.

In the review of the audited financial statements of the Company/Group and quarterly financial results of the Group, ARMC focuses particularly on the below areas:

- Changes in accounting policies and practices;
- Significant adjustments arising from the audit;
- The going concern assumption;
- Significant and unusual events; and
- Management judgements and estimations made on the recognition, measurement and presentation of financial statements.

Internal Audit

  • Reviewed and approved the internal audit plan;
  • Reviewed and reported the adequacy of the scope, functions and resources of the internal audit function and that it had the necessary authority to carry out its duties;
  • Reviewed the results of the Group’s internal audit procedures and the adequacy of actions taken by the management based on the reports;
  • Reviewed any appraisal or assessment of the performance of the internal audit function; and
  • Reviewed any whistleblowing cases, if any and management responses and resolutions. For the year under review, there was no whistle blowing cases reported.

External Audit

  • Reviewed with the external auditors, the audit plan, scope of the audit and the areas of audit of the Company/ Group;
  • Reviewed with the external auditors, their evaluation of the internal control systems and audit findings;
  • Discussed problems and observations arising from the audit, and any other matters the auditors had wished to discuss;
  • Reviewed the auditors’ report;
  • Met with the external auditors twice without the presence of the Management to review and discuss on key issues within their duties and responsibilities. There were no major concerns raised by the external auditors at the meetings;
  • Reviewed and reported the assistance given by the Company’s/Group’s Officers to the external auditors and the overall conduct of the audit;
  • Reviewed and approved the audit and non-audit fees on services provided by external auditors. The amount of audit and non-audit fees are disclosed in the Additional Compliance Information on page 72;
  • Assessed the independence of the external auditors and obtained written assurance from them stating their independence throughout the audit in accordance with all relevant professional and regulatory requirements; and
  • Performed an evaluation on the suitability and independence of the external auditors. ARMC was satisfied with the work performed based on the firm capabilities, professional team assigned, proposed methodology, independence and timeline. Accordingly, it had affirmed the suitability and independence of the external auditors and recommended to the Board to re-appoint KPMG PLT as the Auditors as well as proposed audit fees for approval.

Risk Management

  • Reviewed the adequacy and effectiveness of risk management and internal control systems instituted within the Group which includes corporate liability provision under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018), the appropriateness of anti-corruption mitigating measures, corruption risk management as well as the Group’s Anti-Corruption policy and procedures; and
  • Provided oversight and direction to the risk management process, specifically to:

- ensure that appropriate risk management policies, guidelines and processes are implemented;
- consider whether response strategies (and contingency plans) to manage or mitigate material risks are appropriate and effective given the nature of the identifiable risks; and
- evaluate the risk profile and risk tolerance of the Group.

Related Party Transactions

Reviewed the related party transactions that had arisen within the Company or the Group and the disclosure of such transactions in the Annual Report.

Other Functions

Reviewed the ARMC Report, Statement on Risk Management and Internal Control, Corporate Governance Overview Statement and Corporate Governance Report in the spirit of the new corporate governance framework to promote greater internalisation of corporate governance culture and greater transparency before submitting for the Board’s approval and inclusion in the Annual Report.

Summary of the work of the Internal Audit Function

The ARMC is assisted by an in-house Internal Audit function in discharging its duties and responsibilities. The Internal Audit function reports directly to the ARMC. The Internal Audit function conducts regular and systematic reviews of the key controls and processes in the operating units of the Group and assesses compliance with the established policies and procedures. This provides reasonable assurance that such systems would continue to operate satisfactorily and effectively in the Group. In addition, the Internal Audit function also conducts investigations and special reviews at the request of the Management and ARMC.

On a quarterly basis, the Internal Audit function submits the audit reports on their activities to the ARMC for its review and deliberation. The internal audit findings are presented in the ARMC meetings and appropriate recommendations are made on any areas of concern within the Company and the Group for the ARMC’s deliberation.

The following were the activities carried out by the internal audit function for the financial year ended 31 December 2022:

  • Reviewed and updated risk management framework, action plans and activities performed especially on those defined as key principal risks;
  • Reviewed the Directors’ Fit and Proper Policy, Directors’ Evaluation Form, Potential Director’s Information and
  • Declaration Form and revised Diversity Policy before submitting for the ARMC and Board’s approval;
  • Reviewed the sustainability governance structure/framework and the progress update on the Sustainability and EESG Report;
  • Reviewed the internal controls on those risk identified in the Risk Register under “adequate procedure” on Section 17A of MACC Act.;
  • Reviewed the audit consideration for wholesale funds and issuance of perpetual bonds and sukuk as per the circular issued by Securities Commission Audit Oversight Board (“AOB”);
  • Reviewed the Covid-19 vaccination status and cases of the Group;
  • Reviewed the allocation and vesting of ESOS option(s) to the Eligible person are in compliance with the criteria set out in the By-Laws;
  • Reviewed the service award to former Executive Chairman and CEO, and service contract to former CEO including review of related party transactions; and
  • Reviewed the Group’s foreign workers based on the 11 indicators of forced labour by International Labour Organisation (“ILO”).

During the financial year ended 31 December 2022, the total cost incurred for the internal audit function was RM192,000.

Trainings Attended by the ARMC

During the year under review, the ARMC attended the following conferences and seminars:


Trainings Attended by the ARMC (Cont’d)


Annual Performance Assessment

The Board performed an annual assessment of the ARMC’s effectiveness in carrying out its duties as set out in theterms of reference. The Board is satisfied that the ARMC has effectively discharged its duties in accordance with its terms of reference. The Board Effectiveness Assessment 2022 further commended that the ARMC has the right composition with sufficient relevant skills and expertise.