Terms of Reference of The Board Risk Management Committee

1. Objectives

The primary objectives of this Committee are to assist the Board in their responsibility to:

  1. maintain a reliable and effective risk management practices. Such practices will identify, assess and monitor key business risks and to safeguard and enhance the Group’s assets and shareholders’ investments.
  2. review the effectiveness of the risk management framework in identifying and managing risks and internal processes which include but not limited to ensuring adequacy of risk management policy and infrastructure to facilitate the implementation of action plans for risk management.
  3. determine the nature and extent of significant risks which the Group is willing to take in achieving its strategic objectives and ensuring the execution and implementation of the Group’s sustainability strategy, in order to continue generating economic value while reducing our environmental and social footprint, by monitoring the progress of the Group’s sustainability initiatives through an effective governance framework against the targets set.

2. Roles & Responsibilities

The duties and responsibilities of the Committee are as follows:

  1. Oversee and recommend the risk management strategies, frameworks and policies of the Group;
  2. Review and recommend changes as needed to ensure that the Group has in place at all times a Risk Management policy which addresses the strategic, operational, financial and compliance risks;
  3. Implement and maintain as sound risk management framework which identifies, assesses, manages and monitors the Group’s business risks;
  4. Develop and inculcate a risk awareness culture within the Group;
  5. Oversee specific risk management concerns raised by business units;
  6. Review the Group’s risk profiles and evaluate the measures taken to mitigate the business risks;
  7. Review of the disclosure in the statement of risk management and internal control in the Company’s Annual Report;
  8. Provide oversight and approve strategic initiatives and policies for the sustainability agenda of the Company and report to the Board regularly.
  9. Provide oversight and approve strategic initiatives and policies for the sustainability agenda of the Company and report to the Board regularly
  10. Review the material Economic, Environment and Social (EES) factors identified and oversee Management on the managing and monitoring of the material EES factors.
  11. Review the implementation of the Company’s and the Group’s sustainability strategy with respect to engaging stakeholders, materiality assessment, establishing of policies and practices, setting and assessing of targets and measuring of performance against targets.
  12. Review the draft of the Company’s sustainability report and recommend to the Board for approval.

3. Authority

The Committee is authorized by the Board and at the expense of the Group to perform the following:

  1. Secure the required resources to perform its duties as set out in this Terms of Reference;
  2. Have direct communication channels with and unrestricted access to Senior Management including without limitation, its information, records, reports, properties and personnel; and
  3. Have the necessary resources and to obtain outside legal or other independent professional advice it considers necessary and reasonable for the performance of its duties.

4. Members

The Committee shall be appointed by the Board of Directors from amongst the directors and shall consist of at least three (3) members, of which two-third must be independent non-executive directors.

For the avoidance of conflict of interest, a member of the Committee shall abstain from participating in discussions and decisions on any matters involving him/her.

In the event of any vacancies in the Committee resulting in the number of members is reduced below three (3), the Board shall, within three (3) months appoint such number of new members as may be required to make up the minimum of three (3) members.

Each appointed Committee member shall hold office until the earlier of

  1. Such time as the Board determines to terminate his/her appointment; or
  2. The Committee member ceasing to be a member of the Board.

5. Chairman

The Committee shall elect a Chairman from among its members who is an Independent Non-Executive Director. In the absence of the Chairman in any meeting, the remaining members present shall elect one of themselves to chair the meeting.

6. Quorum

The quorum for meetings shall be at least two (2) members, of which one shall be an independent director. A duly convened meeting of a Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

7. Frequency and Notice of Meetings

The Committee shall meet at least two (2) times each financial year (or when necessary). The Committee may call for such additional meetings as the Chairman deemed necessary in order for the Committee to fulfill its obligations.

Meetings of the Committee shall be called by the Company Secretary at the request of the Chairman of the Committee.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed shall be forwarded to each member of the Committee and any other person required to attend, no later than seven (7) calendar days before the date of the meeting. Reasonable time should be given for the Committee members and other attendees as appropriate, to consider all relevant papers and materials prior to the Committee meeting.

8. Voting, Proceedings and Minutes of Meeting

Matters arising at any meeting shall be decided by a majority vote of the members present, each member having one (1) vote. In the event of equality of votes, the Chairman of the Committee shall have a second or casting vote. However, at meetings where two (2) members are present or when only two (2) members are competent to vote on an issue, the Chairman of the Committee will not have the second or casting vote.

The Company Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance. The minutes of the Committee, when approved by the Committee, should be circulated to the Board.

The Committee may approve administrative/non-material matters by circular resolution.

9. Reporting Structure

The Chairman of the Committee will report formally to the Board on the key aspects of its proceedings after each meeting. The Committee shall not be delegated with decision making powers but shall report its recommendations to the Board for decision.

The Committee Chairman shall respond to any questions relating to the Committee’s activities at the Annual General Meeting, where required.

10. Secretary

The Company Secretary shall act as Secretary of the Committee and shall be responsible, with the concurrence of the Chairman of the Committee, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentations to members prior to each meeting.

The Secretary of the Committee shall be entrusted to record all proceedings and minutes of the Committee, including the names of those present and in attendance. Meeting minutes shall be approved by the Committee at the next meeting.

The minutes of the Committee, when approve by the Committee and signed by the Chairman of the Committee, should be circulated to the Board.

11. Review of the Terms of Reference

This Terms of Reference of the Committee has been approved by the Board on 26 November 2020 and shall supersede the previous version approved 27 February 2020.

The Committee shall conduct annual review of its own performance and terms of reference to ensure its effectiveness and recommend any changes to the Board, as it considers necessary and in compliance with any regulations.

The Terms of Reference shall be reviewed annually or as and when there are relevant changes to legal and regulatory requirements.