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Statement of Corporate Governance

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In accordance with the requirements in Paragraph 15.26 (a) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors are required to issue a statement
explaining their responsibility for preparing the annual audited financial statements.


The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.


In ensuring the preparation of these financial statements, the Directors have:

  • Selected and applied the appropriate and relevant accounting policies on a consistent basis;
  • Made judgments and accounting estimates that are reasonable and prudent in the circumstances; and
  • Prepared the annual audited financial statements on a going concern basis.

The Directors are accountable to keep all the accounting and other statutory records for a requisite statutory period of time. The Directors have also a general responsibility to safeguard the assets of the Group and establishment of system of internal control for the prevention and detection of fraud and other irregularities which is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.




The objective of the Audit Committee is to assist the Board in fulfilling its responsibilities for theaccounting and internal control systems, the financial reporting procedures, the audit process and
compliance with Listing Requirements.


The Audit Committee is committed to its role of supporting oversight functions of the Board on the Group’s financial reporting, risk management and internal control systems and ensuring high corporate governance practices.



The details of the Audit Committee members and meetings held during the financial year ended 30 April 2018 are as follows:-

The composition of Audit Committee is in compliance with the paragraph 15.09 of Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), where the Audit Committee consist of three (3) Independent Non-Executive Directors and the Chairman of the Audit Committee, Mr. Wong Tun Boon, is a member of the Certified Practising Accountant (“CPA”) Australia and also a member of the Malaysian Institute of Accountants (“MIA”) which fulfils the requirement under paragraph 15.09(c)(i) and paragraph 7.1 of Practice Note 13 of Listing Requirements. In compliance with Practice 8.1 of Malaysian Code on Corporate Governance (“MCCG”), the Audit Committee Chairman is not the Chairman of the Board of Directors of the Company.


The Audit Committee does not include any former key audit partners. All members of the Audit Committee (including the Chairman of the Audit Committee) are independent directors and no alternate director had been appointed as a member of the Audit Committee.




    1.1 Quorum And Frequency For Meetings

  1. The Audit Committee meetings shall be held at least four (4) times a year with a minimum quorum of two (2) members of whom shall be Independent Directors.
  2. Additional meetings may be called at any time at the discretion of the Audit Committee.

    1.2 Attendance Of Meetings

  1. Corporate Affairs Manager and Group Financial Controller are normally invited to attend the Audit Committee meetings. The Executive Chairman, Managing Director, Deputy Managing Director and Executive Directors, the Internal Auditors / External Auditors may be invited to attend the meeting; and
  2. The External Auditors shall attend the meeting to deliberate the audited financial statements and such other meetings as determined by the Audit Committee.

    1.3 Reporting Procedures

  1. The Chairman of the Audit Committee reports to the Board on matters deliberated during the Audit Committee meetings. Minutes of each meeting are circulated to each member of the Board;
  2. The books containing the minutes of the proceedings of meetings of the Audit Committee are kept in the registered office of the Company and are available for inspection.



The terms of reference of Audit Committee is made publicly available on the Company’s corporate website, www.scgmbhd.com.




The Audit Committee has carried out the following activities in accordance with the Terms of Reference during the financial year ended 30 April 2018:


  1. Reviewed the Group’s unaudited quarterly financial results before recommending the same for the Board’s approval and subsequently releasing it to Bursa Securities;
  2. Reviewed the related party transactions that were entered into by the Group to ensure that they are properly conducted as well as the adequate and proper disclosure of these procedures and items of the related party transactions;
  3. In considering the external audit plan for annual audit with the external auditors, the Audit Committee received written confirmation through their Audit Approach Memorandum that they are independent and the external auditors had conducted themselves in accordance with the terms of all relevant professional and regulatory bodies;
  4. Reviewed the external audit plan, nature and scope of work, evaluation of the system of internal controls and audited financial statements with external auditors for the financial year ended 30 April 2018 before recommending the same to the Board for approval;
  5. Discussed and obtained feedback from external auditors without presence of management and Executive Directors;
  6. Assessed the suitability and competency of the outsourced internal audit function and made recommendations to the Board for their appointment;
  7. Reviewed and discussed with the outsourced internal audit function on the internal audit plan, its scope of work and procedures;
  8. Reviewed and discussed with the outsourced internal audit function, the results of their internal audit and internal control recommendations in respect of improvements in the internal control procedures noted in the course of their audit;
  9. Ensured that the transactions entered into by the Company and the Group are in compliance with requirements of Bursa Securities, Securities Commission and other regulatory bodies; and
  10. Reviewed and ensured the Group adopts and adheres to the Malaysian Financial Reporting Standards.




The internal audit function is independent of the activities or operations it audits. The principal role of the internal audit function is to undertake regular and systematic reviews of the systems of internal control in order to provide reasonable assurance that such systems continue to operate satisfactorily and effectively. It is ultimately the responsibility of the internal audit function to provide the Audit Committee with independent and objective reports on the state of internal controls of the various operating units within the Group and the extent of compliance of the units with the Group’s established policies and procedures as well as relevant statutory requirements.


During the financial year under review, the Group outsourced its internal audit function to an independent professional firm, Messrs Needsbridge Advisory Sdn Bhd, to undertake the internal audit functions that would enable the Audit Committee to discharge its duties. The outsourced internal audit function is governed by the engagement letter which states the purpose and scope of works, accountability, independence, the internal audit function’s responsibilities and the authority accorded to the internal audit function.


The Audit Committee ensures the adequacy of the internal audit scope by way of review of the proposed internal audit plan tabled by the outsourced internal audit function for its adequacy of coverage and scope in relation to the key business risk exposure and risk appetite of the Group prior to its approval for execution. The approved internal audit plan was duly executed by the outsourced internal audit function with any subsequent changes to the plan reviewed and approved by the Audit Committee. The outsourced internal audit function tabled the results of its review to the Audit Committee during their scheduled meetings, highlighting their findings, recommendations, areas of improvement opportunities, management response and action plan.


In addition, the outsourced internal audit function performed follow up reviews to ascertain the status of implementation of agreed management action plans. The results of the follow up reviews were reported to the Audit Committee for their review and deliberation.


The Audit Committee ensured the effectiveness and adequacy of the internal audit functions, their competency and resources allocated to the outsourced internal audit function through the
review of the resources of the outsourced internal audit function in term of qualification and experience/exposure and continuous professional development for the employees of the outsourced internal audit function which were tabled by the outsourced internal audit function at the Audit Committee meetings during the financial year under review.


The Statement on Risk Management and Internal Control which provides an overview of the state of internal controls within the Group is set out on pages 138 to 148 of this Annual Report.


The total cost incurred for the internal audit function for the financial year ended 30 April 2018 was RM30,000 (2017: RM18,000).

Over 35 years experience and knowledge of international manufacturing standards, we are dedicated to provide the best and economical solutions to our valued customers. Serving more than 30 countries, we strive to provide the most competitive pricing with highest quality.

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