Audit and Risk Management Committee’s Terms of Reference

• The ARMC member shall comprise at least three (3) Non-Executive Directors, a majority of whom, including the Chairman, shall be independent directors.
• At least one member of ARMC must be a member of the Malaysian Institute of Accountants; or shall fulfil such other requirements as prescribed in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Bhd (“Bursa Securities”).
• Where the number of members is reduced to less than three (3), the Board is required to fill the vacancy by appointing the appropriate number of members within three (3) months, to ensure compliance with MMLR of Bursa Securities.
• All ARMC members shall be financially literate and able to understand and analyse financial statements, including the statement of financial position, comprehensive income and cash flows statement. They should be capable of evaluating financial information in relation to internal controls, risk factors and relevant accounting standards. Members are also expected to engage in continuous professional development to stay updated on developments in accounting, auditing and regulatory requirements.
• The Chairman of the Board shall not be a member of ARMC.
• No former audit partner shall be appointed as a member of ARMC before observing a cooling-off period of at least three (3) years.
• No alternate director shall be appointed as a member of ARMC.
• The Chairman of the ARMC shall be an independent director elected from among its members, subject to the approval of the Board. The Chairman is responsible for leading the Committee effectively and upholding its independence in all matters.

• The ARMC shall meet at least four (4) times a year, with additional meetings convened as necessary.
• The Company Secretary or such other person(s) authorised by the Board of Directors of Magni shall act as the Secretary to ARMC and be responsible for keeping minutes of all proceedings.
• The quorum for ARMC meeting shall be the majority of members present whom must be independent directors.
• Attendance at a meeting may be by being present in person or by participating in the meeting by means of video, audio or teleconference.
• The minutes of the proceedings and resolutions of meetings of ARMC shall be kept by the Secretary, and shall be circulated to all members of the ARMC and be presented for notification to the Board of Directors of Magni.
• In the absence of the ARMC Chairman, the members may elect a Chairman from among themselves to chair the meeting.
• Any member with an actual or perceived conflict of interest shall recuse themselves from related discussions.
• The ARMC Chairman, or a designated member, shall report to the Board on matters requiring its attention, including any recommendations needing Board approval.

The function of ARMC is to assist the Board in fulfilling its oversight responsibilities.

5.1 External Audit

• Review and discuss with the external auditors, the audit plan, scope and results of the audit.
• Review the external auditors’ findings, evaluation of the system of internal controls and management responses.
• Assess the performance, suitability, and independence of the external auditors, including any non-audit services rendered.
• Recommend the appointment, reappointment or removal of external auditors and the audit fee.

5.2 Internal Audit

• Review and approve the internal audit plan presented by the internal auditors to ensure adequate scope and coverage of the activities of the Group and resources required to carry out the plans.
• Access the adequacy of the scope, functions, competency and resources of the internal audit function.
• Review the internal audit processes and the results of the internal audit and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.

5.3 Financial Reporting

• Review the quarterly results and annual financial statements prior to the approval of the Board, focusing particularly on:

(i) changes in or implementation of major accounting policy.

(ii) significant and unusual events.

(iii) going concern assumptions.

(iv) compliance with applicable financial reporting standards and regulatory requirements.

5.4 Related Party Transactions and Conflict of Interest

• Review any related party transactions and potential conflict of interest situation to ensure they are conducted on arm’s length terms and in the best interest of the Group.

5.5 Risk Management

• Review the Group’s risk management framework, policies and processes to identify, evaluate and manage key business risks and operational risks.
• Ensure that adequate risk mitigation strategies are in place and being effectively implemented.

5.6 Compliance

• Monitor and review the Group’s compliance with relevant laws, regulations and internal policies, including those related to corporate governance and ethics.

5.7 Reporting

• Review the ARMC Report at the end of each financial year to be included in the Company’s Annual Report, outlining the ARMC’s activities, findings, and recommendations.