3.

Evaluate corporate governance statement

3.1 Board roles and responsibilities of key players in the corporate governance
arrangement.
Board of Director
Official choices were made by means of Board of Directors' resolutions and they were
adequately informed before marking the resolutions. Whether choices are made in Board
gatherings or through round resolutions, the Board will first audit the matters to be
determined. Specific consideration is given to the future extension arranges, operational
exercises, cost administration, fortifying of workforce competency and upgrading the
shareholders' quality. Break even with significance is likewise given to satisfactory interior
control and administration data framework that are set up.
External Auditor
One of the essential parts of outer reviewers in corporate administration is securing the
hobbies of shareholders. This is conceivable in light of the fact that outer try-out reports are
directed autonomous of the organization's impact. Outer inspectors report the condition of an
organization's account and confirm the legitimacy of money related reports that may have
been discharged. They guarantee that the board gets precise and dependable data. Outer
reviewers may acquaint measures and strategies planned with propel responsibility in the
work environment.
Management
The essential capacity of the Nomination and Remuneration Committee is to setup the
arrangement structure and to prescribe to the Board, the selection systems, compensation
bundle and different terms of occupation. The determination of the selection and
compensation for Non-Executive Directors will be a matter to be chosen by the Board as
entire with the Director concerned keeping away from consultations and voting on choice in
appreciation of his individual assignment and compensation bundle.
The essential capacity of the Vessel Acquisition, Operation and Disposal Committee is to
prompt the Board on procurement operation and transfer of vessel(s). The essential
obligations of the Committees are audit and survey vessel obtaining, operation and transfer
arranges and systems with the Management, inside of the setting of the Board-affirmed

general marketable strategy and technique, research and assess vessel securing, operation and
transfer hopefuls in the interest of the Company, perform possibility concentrates on in
connection to vessel procurement, operation and transfer expectations and prescribe vessel
securing, operation and transfer feasibilities, arranges and methodologies and contender to
the Board as proper.
The essential capacity of the Executive Committee is to give more noteworthy
responsiveness during the time spent choice making for load up matters. The essential
obligations of the Committee are audit and give exhortation in regards to material issues
preceding board accommodation, give oversight of administration progression arrangement
for key official positions survey and manage regulatory board matters between executive
gatherings and assess and support the arrangement of shipyard/temporary worker and decide
the quantum of the financial backing for the boat docking/different repairs venture inside of
its power limit.
Internal Auditor
Evaluating the adequacy and use of authoritative and monetary controls and the unwavering
quality and trustworthiness of information that is created inside of the Group. The obligations
of interior examiners are assessing the ampleness and learning the level of consistence with
the Group's strategies, arrangements, techniques and consistence with laws and regulations,
determining the sufficiency of controls for shielding Group's benefits from misfortunes of
numerous types and as proper, confirming the presence of such resources, checking on the
operations of the Group in general from the perspective of the economy, proficiency and
viability with which assets are utilized and making financially savvy proposals to the
administration and leading uncommon survey or examinations required by the Management
or by the Audit Committee of the Board.
Audit and Risk Management Committee
The Committee took the errand of looking into the procedure of get ready and execution of
inside strategies, discovering arrangements and giving roads to alleviating the components of
danger and looking after control. In each monetary quarter, the Committee expect the
assignment of surveying the draft declarations for the Group's money related results. The
Audit and Risk Management Committee recognized the foundation of inner review capacity
in the Group. This is to guarantee its freedom in releasing its obligations and obligations.

3.2 The extent of best practices of the company according to Malaysia Code of
Corporate Governance and describe on governance of the company
3.2.1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
The board should establish clear functions reserved for the board and those delegated to
management since the board has full control of the Group and oversees its business affairs
and the management is responsible for implementing the boards corporate objectives,
policies and procedures on risk and internal control.
A set of clear roles and responsibilities in discharging its fiduciary and leadership functions
should be established. The board and board committee should survey, test, endorses and
checking the administration's vital arrangements, corporate destinations, key business
activities, significant speculations and subsidizing choices.
The board should set the procedures on accessibility to information and advice. Preceding
any Board gatherings or before marking roundabout resolutions, the Directors were given
clarification including any required records. This is to guarantee that they have plentiful time
to acquire further clarification and/or be advised legitimately before the meeting and/or
before marking the Board of Directors' determination.
The board should ensure it is supported by a suitable qualified secretary who are competent.
The Board has boundless access to the qualified Company Secretary for exhort in procedural,
administrative and conveying the Board's parts and obligations.
3.2.2 STRENGTHEN COMPOSITION
The Nominating Committee should consists of non-executive directors together with a
majority of independent individuals. These Committees have their composed terms of
reference endorsed by the Board. However, the board holds full obligation regarding the
bearing and control of the Company.
The Nominating Committee should assists in the assessing and recruiting the directors. The
Board has set up the Nomination and Remuneration Committee that is enabled to make
suggestions of chosen people to the Board. All choices on arrangements are made by the
Board in the wake of considering the proposals of the Nomination and Remuneration
Committee as per the Company's Articles of Association.

A transparent remuneration policies and procedures in attract and retain directors should be
established. The compensation for all Directors are resolved to guarantee that the Company
pulls in and holds the Directors expected to run the Group effectively. The Board quickly
embraces the procedure of deciding their compensation, expense and other compensation on
an aggressive scale with other association inside of the same business.
3.2.3 REINFORCE INDEPENDENCE
The board should assess their independent director annually. The Board, through the
Nomination and Remuneration Committee, evaluates the autonomy of Independent Directors
every year. The criteria for surveying the autonomy of an Independent Director incorporate
the relationship between the Independent Director and the Company and his contribution in
any critical exchange with the Company.
The tenure of an independent director should not exceed a cumulative term of nine years. An
independent director may continue to serve on the board as a non-independent director after
nine years. However, the board should get the approval from shareholder in appointing
someone who served in this capacity for more than nine years.
CEO and chairman in a company should not be the same individual and the chairman must be
a non-executive member of the board. The board must comprise a majority of independent
directors where the chairman of the board is not an independent director.
3.2.4 FORSTERING COMMITMENT
The directors are required to notify the chairman for any acceptance of directorship regarding
the time expected to spend on this directorship. To ensure that the directors can focus and
fulfil their roles, none of the director should hold directorships for more than 5 public listed
companies.
In Global Carriers Bhd, their directors had attended and completed the Mandatory
Accreditation Programme complied with the Listing Requirements of Bursa Malaysia
Securities Berhad.
3.2.5 UPHOLD INTEGRITY IN FINANCIAL REPORTING
Directors are encouraged to attend continuous education programmes and seminars to keep
update with the relevant changes in laws and regulations.

While the Audit Committee have to ensure the financial statement prepared is comply with
the financial standards. Audit Committee should have come out with policies and procedures
to ensure the external auditors are suitable and independent.
3.2.6 RECOGNISE AND MANAGE RISKS
One of the board roles is to design a suitable framework to manage the risks. The board is
responsible to set up and maintain an internal control that able to manage the risk in an
acceptable level.
In recognise and manage risks, the board should implement an internal audit function that
allowed internal auditors to report directly to audit committee but not the board. This internal
control can enhance the reliability of the internal audit report.
3.2.7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
The board role is ensure that proper disclosure policies and procedures. This is to ensure that
misstatement that is material can be disclose timely and reflect appropriately in the financial
report.
Besides, the board should invest in suitable information technology that enable a timely
communication in term of information. A corporate website should allowed access of
information such as announcements, corporate governance and board charter.
3.2.8 STRENGTHEN THE RELATIONSHIP BETWEEN COMPANY AND SHARE
OWNERS
A good relationship between company and shareholders can be enhanced by the steps taken
by board to encourage the participation in general meeting and poll voting. The shareholders
should understand their right such as voting right and the result of the resolution voted should
be announced in details.
Board of directors should communicate and ensure a proactive engagement with
shareholders. This step can enhance the transparency and accountability of the company
report.
3.3 Describe audit committee of the company

The audit committee was established by the board of directors on 28 April 2014. The
chairman, Lee Kien Fatt is appointed on 26 March 2014.
Audit committee should consist of at least 3 members and all of them must be nonexecutive directors and mostly are independent directors. In the audit committee, at least one
member of it must be a member of Malaysia Institute of Accountants (MIA) who is Lee Kien
Fatt. No alternate Directors shall be appointed as members of the audit committee. The
members of the audit committee shall elect a chairman from amongst its members who shall
be an Independent Non-Executive Director.
The meeting of Audit Committee shall be 2 members which the majority of members
preset at the meeting must be independent directors. The meeting should be launced at least 4
times a year. Any resolution passed at a meeting of audit committee is considered effective.
The secretary of audit committee is the company secretary, and minute of the meeting should
be distributed to each member. The audit committee may request external auditors, internal
auditors, members of board or the office of company to attend the meeting.
3.3.1 Functions of the audit committee
a). Matters Relating To The External Audit

To discuss with the external auditors, the nature, scope and quality of external audit

plans
To review the evaluation of the systems of internal control with the external auditors.
To review the external auditors audit report on the financial statements.
To review any management letter sent by the external auditors to the Company and

the response to such letters.

To review the assistance given by the Companys officers to external auditors.
To review quarterly results and year-end financial statements of the Company
To review any related party transaction and conflict of interests situation that may

arise within the Company and the Group.

To review any letter of resignation from the external auditors.
To consider and review whether there is reason (supported by grounds) to believe that

the Companys external auditors are not suitable for re-appointment.

To review the nomination of external auditors and the external audit fee.

(b). Matters Relating To the Internal Audit

To review the scope, functions, competency and resources of the internal audit
function and that it has the necessary authority to carry out its work.

To review the internal audit program, processes, the results of the internal audit
program, processes or investigation undertaken and whether or not appropriate action
is taken on the recommendation of the internal audit function.

3.3.3 Activities that audit committee do

Reviewing the quarterly results and audited financial statements before submission to
the Board for approval, focusing on the key changes (if any) to the accounting
policies, compliance to regulatory requirements and the Malaysian Financial

Reporting Standards (MFRS).

Discussing with the internal auditors on its nature, scope and quality of internal audit

and approving the internal audit strategy.

Reviewing any related party transactions that may arise in the Company.

3.4 Identify risks associated with the company

Global Carriers Bhds risk management process is based on the following
fundamental principles:
1) The board is mostly responsible for the management of risk. The board maintains overall
responsibility for risk oversight through Audit and Risk Management Committee.
2) The Audit and Risk Management Committee is responsible for total risk oversight.
3) The Heads of Department are responsible for overseeing the development and assessing
the effectiveness of policies.
4) Individual employees are to ensure that their day to day business activities are carried out
within the established risk policies, procedures and limits.
5) The Audit and Risk Management Committees role, supported by Internal Audit
Department and the outsourced internal audit firm, is to provide an independent assessment
of the adequacy and reliability of risk management processes and system of internal controls
and compliance with risk polices and regulatory requirements.
3.4.1 Overall Risk Management
In overall risk management, the board ensure that the business strategies adopted are
congruent with the Groups risk profile, risk appetite and degree of tolerance and to

strengthen the Groups risk management processes of identifying, evaluating, monitoring and
managing significant risks faced by the Group.
The group used all its limited resources to the formulation of the Regularisation Plan
to address its PN17 status.
3.5 Identify the system of Internal Control of the company
Statement of Internal Control had clearly outlined the system of internal control of Global
Carriers Bhd. Besides the responsibilities of parties involved had been stated to provide a
clear accountability and responsibility in order making sure the efficiency and effectiveness
of the internal control procedures. We will discuss the Risk Management Framework of
Global Carriers Bhd and in first part, and the roles and responsibilities of Board of
Management, Audit Committee and Internal Control Department in the second part.
The internal control system by its nature is designed to manage key risks rather than to
eliminate risks that may impede the achievement of the Groups business objectives within an
acceptable risk profile. Accordingly, a sound system of risk management and internal control
can only provide reasonable, and not absolute, assurance against possibility of poor
judgements in decision-making, human error, control processes being deliberately
circumvented by employees and others, material errors, misstatement, losses or fraud.
Global Carriers Bhds risk management infrastructure described in the Statements of Internal
control and Risk Management) is being structured based on the following fundamental
principles/frameworks:
1.

The Board is ultimately responsible for the management of risk. The Board, through
the Audit and Risk Management Committee maintains overall responsibility for risk
oversight.

2.

The Audit and Risk Management Committee is responsible for total risk oversight.

3.

The Heads of Department are responsible for overseeing the development and
assessing the effectiveness of policies.

4.

Individual employees are to ensure that their day-to-day business activities are carried
out within the established risk policies, procedures and limits.

5.

The Audit and Risk Management Committees role, supported by Internal Audit
Department and the outsourced internal audit firm, is to provide an independent

assessment of the adequacy and reliability of risk management processes and system
of internal controls, and compliance with risk policies and regulatory requirements.
The other key elements of the Groups internal control system, which are regularly reviewed
by the Board and are described below:
1. Defined tools and/or mechanism for identifying principal risks and implementation of
appropriate system to manage these risks;
2. Periodic information provided to the Board and Management, covering quality of
compliance with the internal procedures;
3. Key responsibilities are properly segregated;
4. Policies, procedures, guidelines and standards of the Group whether in financial,
operation and compliance controls have been established.
5. Periodic review on the adequacy and the integrity of the system, management
information system and including system for compliance with applicable laws,
regulations, rules, directives and guidelines, as and when required

It is the Board of Managements main responsibility to maintain a sound risk management

framework and implement internal control in order making sure effectiveness and efficiency
of company operations.
The Internal audit department will regularly review the effectiveness and efficiency of
internal control system whether it is in line with the annual audit plan set. The annual audit
plan would be presented to Audit Committee for approval. In the year of 2013, Global
Carriers Bhd had gone into PN17 status and therefore the management subsequently decided
to redirect their limited resources into focusing on the restructuring of the Group. Thus, the
internal audit function of the Group was outsourced to Ngage Advisory PLT in November
2013, an independent professional firm and both reports directly to the Audit Committee.
The main responsibility of Audit Committee is to serve as oversight board. Besides, the
Board also enquires risk management and internal control observations from the independent
external auditor, recognizing that such observations will generally be limited to risks and
controls related to the financial statements.
3.6 Explain the Importance of Governance and Stewardship on Attainment of high
Audit Quality.

A Steward could be defined as a person employed to manage anothers property, which

refers to clients management who served as the stewards need to have a sense of
responsibility to safeguards the assets of company by implementing adequate internal control.
Viewing from the point of view the managers of client company as the stewards, people
expect that managers as a stewards exercise their duties in making companys property being
properly safeguarded, interests of shareholders being protected, and financial reporting being
prepared truely and fairly. When the sense of stewardship concept is strong in daily operation
of the company, this will result in higher quality of internal control system which has the least
possible error and fraud in financial reporting. With the strong internal control system which
the external auditor could put heavy reliance on, it will reduce the inherent risk that is
resulted from companys business operation. Thus, enable external auditors carry out the
audit procedures and hence producing high quality audit that is free from bias.
Audit committees main responsibilities are reviewing the statutory audit works done by
external auditors and monitoring audit procedures. External auditor has duties of expressing
opinion on true and fair view of financial statements after gathering sufficient and appropriate
audit evidence through several audit approaches planned. There is a needs for external auditor
to exercise professional skepticism and maintain their professional competence and due care
in the audit work. The concept of governance kick in when the audit committee plays the
monitoring role in external audit, making sure appropriate audit steps has been taken and the
audit procedures is comprehensive enough for the external auditor to gather appropriate and
sufficient evidence to support the audit opinion. High governance from audit committee is
important on attainment of high audit quality as audit committee reacts and give
recommendation on the audit works done by external auditors. The possible implications that
might occur with the non-existence of high governance is that events like cut-corner and lowballing might occur.
In order to increase the level of governance, the Financial Reporting Council (FRC) has once
mentioned in Audit Quality: Practice Aids for Audit Committee, May 2015, to actively
encourage audit committees to develop their own approaches to the assessment of external
audit that are relevant to their circumstances, instead of recommending external auditor a
particular path, or providing them with a definitive guidance (Council, May, 2015).