Audit Committee

Nomination Committee

Remuneration Committee

Risk Management Committee

 

 

BOARD COMMITTEES

Risk Management Committee
 


TERMS OF REFERENCE
The following is the terms of reference of the Risk Management Committee of the Company.

MEMBERSHIP

  1. The Risk Management Committee comprises Executive Directors and senior management and shall be appointed by the Board of Directors.

  2. The Risk Management Committee will elect its Chairman from amongst them.

  3. If a member of the Committee resigns, dies or for any reason ceases to be a member, the Board shall appoint such number of new members as may be required to make up the composition of the Committee.

  4. The terms of office and performance of the Committee and each of its members shall be reviewed by the Board from time to time. However, the appointment of the member shall be terminated when the member ceases to be the employee of the Company.

MEETING

  1. A quorum for the Risk Management Committee shall be a majority of members present.

  2. The Committee shall meet at least twice a year. Additional meetings shall be scheduled as considered necessart by the Committee or the Chairman.

  3. Notwithstanding the above, upon the request of any member of the Committee, the Internal or External Auditors, the Chairman shall convene a meeting of the Committee to consider the matters brought to its attention.

  4. The Internal Auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so.

  5. The non-member and employees of the Company and of the Group shall normally attend the meetings to assist in its deliberations and resolutions of matters. However, the Committee shall meet with the Internal Auditors at least once a year.

  6. The Committee shall elect the Secretary of the Committee from amongst of members present and shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting.

  7. The Secretary of the Committee shall be entrusted to record all proceedings and minutes of all meetings of the Committee.

  8. The members of the Committee may, if they think fit, confer by radio, telephone, closed circuit television or other electronic means of audio or audio-visual communication. A resolution passed by such a conference shall, despite the fact that the members are not present together in one place at the time of the conference, be deemed to have been passed at a meeting of the Committee held on the day on which and at the time at which (using Malaysian time) the conference was held.

RIGHTS AND AUTHORITY

  1. The Committee is authorised to identify, evaluating, reporting of risks, implement of appropriate risk management system and monitor key business risks to safeguard shareholders’ investments, the Company’s assets and any matter within its terms of reference.

  2. The Committee is authorised to have the resources which are required to perform its duties.

  3. The Risk Management Committee, through the committee chair, shall report periodically, as deemed necessary, at least twice a year, to the Audit Committee. In addition, the Risk Management Committee is responsible for providing the members of the Audit Committee and the Board with the summarised minutes from the Risk Management Committee meetings, separately identifying monitoring activities from approvals in an appropriate and timely manner.

  4. The Committee is authorised to have direct communication channels with the external auditors and internal auditors of the Company.

  5. The Comittee is authorised to convene meetings with the external auditors, the internal auditors or both, to discuss their findings and recommendations, whenever deemed necessary.

FUNCTIONS AND DUTIES

  1. The Risk Management Committee’s primary responsibilities:-
    a) formulating a risk management framework,
    b) actively identify
    c) evaluating, reporting of risks
    d) implement of appropriate risk management system
    e) monitor key business risks to safeguard shareholders’ investments and the Company’s assets.

  2. Recommend to the Audit Committee and Board on the implement of appropriate risk management system and any matters in relation to risk profile of the Group.

  3. Discuss the problems and reservations arising from their reviews and any matter the external and internal auditors may wish to discuss.

  4. The Internal Auditor shall be regular reviews the working paper and recommendations from the Committee and to discuss the reviews and other related matters as well as the recommendations relating thereto and to follow up on all relevant decisions made whenever deem necessary.