(g) Reviewed and deliberated on investigation findings and Management recommendations on remedial actions covering disciplinary and/or corrective actions. Extensive discussions were conducted with the Management on the root cause of the incidents and risk exposure before the remedial actions were endorsed. Periodic updates are furnished to the ARC to ensure adequate and timely closure of the remedial actions. (h) Reviewed the revisions made to the Investigation Manual. Compliance Programme (a) Monitored the status of internal misconduct cases reported to the Boardand theARCon aquarterly basis, including on-going investigations, in accordance with Digi’s Code of Conduct and Governing documents. (b) Deliberated on the results of compliance cases and directedManagement to implement and/or enhance controls to prevent recurrence, including conducting education programmes to increase awareness. (c) Reviewed the status of the planned mitigation actions developed from the results of the Compliance risk assessment performed in 2020. (d) Reviewed the annual compliance programme which includes risk assessment activities, monitoring activities, policy review initiatives, training and awareness programmes for Digi employees. (e) Reviewed the revised Compliance department structure, comprising 3 units, namely Governance, Risk & Monitoring and Knowledge. (f) Reviewed and deliberated on the compliance monitoring activities, risk assessment activities and case resolutions undertaken by Compliance and ensured timely implementation of proposed remediation and control measures by Management across functions in Digi. Financial Reporting (a) Reviewed Digi’s unaudited quarterly financial results and audited annual financial statements, and related announcements, before recommending them for the Board’s approval, including: (i) Deliberation on significant audit and accounting matters highlighted, comprising Management’s judgments, estimates or assessments made and sufficiency of disclosures in the financial statements; and (ii) Discussion of significant financial matters at length to ensure compliance with internal accounting policies and Malaysian Financial Reporting Standards (MFRS), focusing on MFRS 16. External Audit (a) Reviewed the scope of work of the external auditors confirming their independence and objectivity. (b) Reviewed external auditors’ Management Letter together with Management’s responses, to ensure that appropriate actions have been taken. (c) Monitored on a quarterly basis, all non-audit services and fees incurred in which the external auditors were engaged, taking into account external auditors’ independence and objectivity. The amount incurred by Digi and on group basis in respect of audit fees and non-audit related fees for services rendered by the external auditors is disclosed in Note 7 to the financial statements and in the Additional Compliance Information in this Integrated Annual Report. (d) Met privately with the external auditors at the ARC meetings held on 26 January 2021 and 18 October 2021 to ensure there were no restrictions to the scope of their audit and to discuss significant matters that arose during the course of audit. (e) Evaluated the performance of the external auditors and made recommendations to the Board on their re-appointment, subject to the approval of Digi’s shareholders at the general meeting. Related Party Transactions (a) Reviewed the annual mandate compiled for recurrent related party transactions. (b) Reviewed related party transactions as disclosed in the financial statements and performed quarterly monitoring of the mandate for recurrent related party transactions to ensure compliance with the MMLR and Digi’s policies and procedures. (c) Reviewed and deliberated on any new related party transactions to ensure that the terms and conditions of the transactions are commercially based and at arm’s length. Corporate Governance Overview Statement 113 Integrated Annual Report 2021 Governance Audited Financial Statements Other Information
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