Board Charter

This Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities.

1. Introduction

The Board of Directors (“the Board”) of Dolomite Corporation Berhad (“the Company”) is accountable to the shareholders for the management of the Company’s business and affairs, and as such is responsible for the overall strategy, governance and performance of the Company. The Board places great importance on the governance of the Company and this Charter reflects the Board’s position.

The Company should adopt and comply with principles of good corporate governance and practice, in accordance with applicable rules and regulations in Malaysia.

2. Purpose of Charter

The Charter is designed to provide guidance and clarity for Directors and Management with regard to the role of the Board and its Committees, the requirements of Directors in carrying out their role and in discharging their duties towards the Company as well as the Board’s operations and interactions.

The Charter serves as a reference point for Board activities and should not be construed as a blueprint for the Board operations. Just as each organisation has its own corporate culture, the dynamics of each Board is unique. The dynamics shift as the composition of the Board changes, and the Directors of the Company should always be open to new opportunities and ready to confront new challenges brought about by change.

3. Responsibilities of the Board

  1. The principal responsibilities of the Board are:
    1. Reviewing and adopting a strategic plan for the Group;
    2. Overseeing Management’s implementation of strategic objectives and performance;
    3. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;
    4. Establishing succession planning for Board and Senior Management;
    5. Overseeing the development and implementation of shareholder communication policy;
    6. Overseeing the adequacy and integrity of financial & non-financial reporting; and
    7. Promoting good corporate governance culture.

In carrying out its responsibilities and functions, the Board may delegate any of its powers to Board Committee, Directors, employees or other person subject to ultimate responsibility of the Directors under the Companies Act, 2016.

4. Power Reserved for the Board

The Board reserves a formal schedule of matters for its decision to ensure that the direction and control of the Company is firmly vested in its hands. Matters which are specifically reserved for the Board include the following:

  1. Direction and strategy setting
    1. Reviewing and approving the Company’s business plans including strategy, policies and annual budgets.
    2. Oversight of the Company’s strategic direction and ensuring Management’s implementation of decisions of the Board.
    3. Performance assessment in line with the Company’s strategy and ensuring that any necessary corrective action is taken.
    4. Decision making in relation to matters of an extraordinary nature.
  2. Structure and capital
    1. Approving decisions regarding the capital of the Company, including capital restructuring and corporate restructuring.
    2. Any changes to the Company’s listings or its status as a public listed company.
  3. Financial reporting and monitoring
    1. Approval of preliminary announcements of interim and final results.
    2. Approval of the Annual Report and Accounts, including the Corporate Governance Overview Statement, Corporate Governance Report, Statement of Risk Management and Internal Controls and Statement of Directors’ Responsibility in respect of Audited Financial Statements.
    3. Determining dividend policy and approving dividends.
    4. Approval of any significant changes in accounting policies or practices.
    5. Approval of treasury policies concerning foreign exchange risk, banking arrangements, and financial instruments
  4. Risk management and internal controls
    1. Ultimate responsibility for risk oversight and risk management.
    2. Approval of the risk management policy.
    3. Approval of risk parameters, risk profiles, risk treatment options, and risk action plans for key risks.
    4. Monitoring the integrity of internal controls and risk management framework.
  5. Capital management
    1. Approving major capital expenditure, acquisitions and divestments.
  6. Communication to shareholders
    1. Approval of resolutions and related documentation to be put forward to shareholders at a general meeting.
    2. Reporting to shareholders.
  7. Appointment of Board membership and other relevant parties
    1. Board appointments and removals, selection of the Chairman, Independent Director and Chief Executive, membership and chairmanship of Board Committees, following recommendations from the Nomination Committee.
    2. Succession planning.
    3. Appointment or removal of the Company Secretary(ies).
    4. Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.
  8. Remuneration
    1. Approving the remuneration policies and practices for Senior Management.
    2. Determining the emoluments and benefits of the Directors.
  9. Delegation of Authority
    1. The division of responsibilities between the Chairman and the Managing Director ('MD').
    2. Approval of terms of reference of Board Committees.
  10. Corporate governance matters
    1. Ensure appropriate corporate governance structure is in place.
    2. Determining the independence of Directors.
  11. Anti-Bribery
    1. Approving Anti-Bribery Policies of the organization.
    2. Ensuring that the organization’s strategy and anti-bribery policy are aligned.
    3. Receiving and reviewing information related to the content and operation of the anti-bribery compliance programme of the organization at planned intervals.
    4. Ensuring that adequate and appropriate resources are allocated and assigned for an effective operation of the Anti-bribery programme.
    5. Ensuring that appropriate investigation and remediation actions were taken into action and effectively documented.
    6. Exercising reasonable oversight over the implementation of the organization’s Anti-bribery programme by Managing Director and its effectiveness.
  12. Others
    1. Settlement of litigation involving amounts in excess of that delegated to Management or being otherwise material to the interests of the Company.
    2. Any other specific matters nominated by the Board from time to time.

5. Roles of Chairman

Every Board should be headed by a Chairman who is able to discharge his duties effectively. The Chairman should undertake, amongst others, the following responsibilities:

  1. Leading the board in establishing and monitoring good corporate governance practices in the company;
  2. Leading board meetings and discussions;
  3. Encouraging active participation and allowing dissenting views to be freely expressed;
  4. Ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the board as a whole;
  5. Ensuring effective communication with shareholders and relevant stakeholders;
  6. Maintaining a relationship of trust with and between the Executive and Non-Executive Directors;
  7. Facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors;
  8. Managing the interface between board and management;
  9. Setting the board agenda and ensuring that board members receive complete and accurate information in a timely manner; and
  10. Providing leadership for the board so that the board can perform its responsibilities effectively.

A Chairman who is an Independent Non-Executive Director would provide a balance to the influence of the MD.

6. Roles of Executive Directors

Executive Directors are, as employees, involved in the day-to-day management of the Company. In the event that the Executive Director is also acting as the MD, additional duties and responsibilities apply. The role of a MD is seen as critical to the performance of the Company. A MD is expected to provide leadership, strategic vision, high-level business judgment and wisdom, and the ability to meet immediate performance targets without neglecting longer-term growth opportunities of the Company.

The responsibilities of the MD, amongst others, are to:

  1. Develop and implement corporate strategies for the Company;
  2. Supervise heads of divisions and departments who are responsible for all functions contributing to the success of the Company;
  3. Ensure the efficiency and effectiveness of the operation for the Company;
  4. Assess business opportunities which are of potential benefit to the Company;
  5. Ensuring that the Anti-bribery programme, including its policies and objectives, is established, implemented, maintained and reviewed to adequately address the organization’s bribery risks;
  6. Ensuring the integration of the Anti-bribery programme requirements into the organization’s processes;
  7. Deploying adequate and appropriate resources for the effective operation of the Anti-bribery programme;
  8. Communicating internally and externally regarding the Anti-Bribery Policy;
  9. Communicating internally the importance of effective Anti-bribery management and conforming to the Anti-bribery requirements;
  10. Ensuring that Anti-bribery programme is appropriately designed to achieve its objectives;
  11. Promoting an appropriate Anti-bribery culture within the organization and continual improvement;
  12. Encouraging the use of reporting procedures for suspected and actual bribery;
  13. Ensuring that no personnel will suffer retaliation or discriminatory or disciplinary action for reports made in good faith or on the basis of reasonable belief of violations or suspected violations of the organization’s Anti-bribery policy, or for refusing to engage in bribery, even if such refusal may result in the organization losing business (except where the individual participated in the breach); and
  14. Bring material and other relevant matters to the attention of the Board in an accurate and timely manner.

Clearly, a MD’s responsibilities extend beyond the day-to-day running of the business and executing the Board’s instructions. Major decisions are often made by the Board following consideration of the MD’s ideas, vision and/or suggestions.

7. Roles of Non-Executive Directors (“NED”)

NED can be classified as:
  1. Those who have no direct or indirect pecuniary interest in the Company other than their Directors’ emoluments and their “permitted” shareholdings in the Company;
  2. Those who are not employees of the Company or affiliated with it in any other way and are not involved in the day-to-day running of business but may have pecuniary interest in the Company, whether direct or indirect; or
  3. Those who are not employees of the Company but are standing as nominees for substantial shareholders.

NED may act as a bridge between Management and stakeholders, particularly shareholders. They could provide the appropriate checks and balances, focusing on shareholders’ and other stakeholders’ interests and ensuring that good corporate governance practices are applied.

8. Roles of Company Secretary(ies)

The task of Company Secretaries includes, but are not limited to the following:

  1. Arrange meetings;
    • prepare calendar and agenda;
    • ensure quality, quantity and timely dissemination of information;
    • preserve confidentiality;
    • involve all directors.
  2. Assist chairman in the preparation for and conduct of meetings;
  3. Attend board, committees and general meetings;
  4. Assist chairman in determining the annual board plan and the administration of other strategic issues;
  5. Take proper minutes;
  6. Ensure compliance of listing and related statutory obligations and procedures are followed and minimize distractions;
  7. Convey information between board directors, committee members and management;
  8. Advise the board and management on governance issues;
  9. Ensure proper upkeep of statutory registers and records; and
  10. Continuously update the Board on changes to listing rules, other related legislations and regulations;

9. Delegation to Management

  1. The Board may delegate their powers through appropriate limit of authorities. Any matters or transactions outside the delegations of authority must be referred to the Board for approval.
  2. The Board delegates the Company’ resources to the Senior Management team under the leadership of the MD, to deliver the strategic direction and goals determined by the Board. A key role of the Board is to monitor the performance of Senior Management in this function.
  3. The MD conducts a formal periodic review assessing the performance of Senior Management and reports back to the Board. The Management team may be invited from time to time to Board meetings, if deemed necessary.

10. Delegation to Committees

The Board may from time to time establish Committees to streamline the discharge of its responsibilities. The Board delegates certain of its governance responsibilities to the following Board Committees, which operate within clearly defined terms of references:

  1. Audit Committee

    The Audit Committee assists and supports the Board’s responsibility to oversee the Company’s operations by providing a means for review of the Company’s processes for producing financial data, its internal controls and independence of the Company’s external and internal auditors. The terms of reference of the Audit Committee is provided under Appendix I.

  2. Nomination Committee

    The Nomination Committee oversees matters related to the nomination of new Directors, annually review the required mix of skills, experience and other requisite qualities of Directors as well as the annual assessment of the effectiveness of the Board as a whole, its Committees and the contribution of each individual Director. The terms of reference of the Nomination Committee is provided under Appendix II.

  3. Remuneration Committee

    The Remuneration Committee is primarily responsible to recommend to the Board the remuneration of Directors in all its forms, drawing from outside advice if necessary. The terms of reference of the Remuneration Committee is provided under Appendix III.

11. Board Structure

  1. Composition and size

    It is intended that the composition and size of the Board be determined using the following principles:

    1. The Board should comprise at least five (5) Directors.
    2. The Board must ensure at least two Directors or one-third of its Board (whichever is the higher) are Independent Non-Executive Directors in compliance to Main Market Listing Requirement of Bursa Securities Malaysia Berhad (“Bursa Securities”). Notwithstanding the above, as promulgated in the Malaysia Code on Corporate Governance (“MCCG”), at least half of the Board shall comprise Independent Directors. Independent Directors are essential for protecting the interests of all shareholders and stakeholders with objective and impartial consideration.
    3. iii)The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine years, an independent director may continue to serve on the board as a non-independent director. In the event that said Director is to remain designated as an Independent Director, the Board shall, upon the recommendation by the Nomination Committee, justify and seek annual shareholders’ approval through a two-tier voting process.
    4. The Board should comprise Directors with an appropriate range and mix of skills, experience, expertise and diversity that will enable the Board to function effectively. The Board will refer to the criteria for appointment of new Directors as reviewed and recommended by the Nomination Committee.
    5. The positions of Chairman and MD are required to be held by separate persons.
    6. The Chairman should be a non-Executive member of the Board.
    7. The composition and size of the Board are reviewed from time to time to ensure its appropriateness.

    The Board recognises the need for the composition to reflect a wealth of skill mix and expertise. High levels of professional skills and appropriate personal qualities are pre- requisite for Directorships. Without limiting the generality of the foregoing, the qualifications for Board membership are the ability to make informed business decisions and recommendations, an entrepreneurial talent for contributing to the creation of shareholder value, relevant experience, the ability to appreciate the wider picture, ability to ask probing operational related questions, high ethical standards, sound practical sense, and total commitment to furthering the interests of shareholders and the achievement of the Company’s goals.

  2. Election and re-election

    The appointment of a new Director is a matter for consideration and decision by the Board, upon the recommendation from the Nomination Committee. In making these recommendations, the Nomination Committee will consider the required mix of skills, experience and diversity, which the Director brings to the Board.

    One third (1/3) of the Board shall retire from office and be eligible for re-election at every Annual General Meeting (“AGM”), and all the Directors should submit themselves for re-election at least every three (3) years. The Directors to retire in each year should be those who have been longest in office since their last election.

12. Access to Information and Independent Advice

  1. Access to information

    All Directors have direct access to the Company Secretary(ies). Directors also have complete access to the Senior Management team. In addition to regular reports by Senior Management to the Board meetings, Directors may seek briefings from Senior Management on specific matters and are entitled to request additional information at any time when they consider it appropriate.

  2. Independent advice

    The Directors, collectively or individually, is entitled to obtain independent professional advice relating to the affairs of the Company or to his or her responsibilities as a Director, subject to the provisions in the paragraph below. If a Director considers such advice necessary for the discharge of his or her duties and responsibilities as Director and for the benefit of the Company, such Director shall obtain the Board’s prior approval, and in seeking such advice, shall be required to comply with the following procedures:

    1. The request shall be made in writing to the Board.
    2. The Director concerned shall prepare a detailed paper to be submitted to the Board. The paper shall highlight, inter alia, the purpose behind the request and the estimated costs of the advice.
    3. The Board shall deliberate on the said paper, and at its absolute discretion determine if the Director concerned shall be permitted to seek independent professional advice. Should a request be denied, the Director concerned is entitled to have his views duly recorded.
    4. The cost of the advice will be reimbursed by the Company. The Director, as the case may be, will however ensure that, so far as is practicable, the cost is reasonable.

13. Board Meetings

  1. Board meetings
    1. Meetings will be conducted on a quarterly basis. The Company Secretary(ies) will prepare and circulate a timetable for all required to attend the meeting.
    2. The quorum of Board meeting is three (3) members, present in person or participation via tele-conference or other communications facilities.
    3. Proceedings of all meetings are minuted and signed by the Chairman of the meeting.
    4. Minutes of all Board meetings are circulated to the Directors and approved by the Board at the subsequent meeting. Directors’ Circular Resolutions approved by majority of the Directors are as valid and effectual as if the resolutions had been passed at the meeting of the Directors. The resolutions are to be recorded in the Company’s minutes book kept by the Company Secretary(ies).
    5. Actions on all matters arising from any meeting are reported at the following meeting.
    6. The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises.
  2. Notices and meeting papers
    1. The notice of Board meetings shall be issued at least seven (7) days prior to the meeting. Any notice of meetings to be served shorter than seven (7) days shall require unanimous agreement by the Board. While board meeting papers are delivered to the Directors in hard copies, wherever possible, three days prior to Board meetings.
    2. As a best practice and to allow ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions, the Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.
    3. Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board’s decision shall be recorded.

14. Directors’ Remuneration

  1. Directors’ remuneration is generally determined at levels which would continue to attract and retain Directors of such calibre to provide the necessary skills and experience as required and commensurate with the responsibilities for the effective management and operations of the Company.
  2. For the Executive Director, the remuneration packages are structured so as to link short-term and long-term rewards to corporate and individual performance. A significant portion of the Executive Director’s compensation package has been made variable in nature to be determined by the Company’s performance during the year against the individual Key Performance Indicators which are aligned with the Company’s objectives.
  3. For NED, the level of remuneration generally reflects the experience and level of responsibilities undertaken. The determination of remuneration packages for NEDs including the Non-Executive Chairman, is a matter for the Board as a whole following the relevant recommendation made by the Remuneration Committee.

15. Directors’ Training & Continuous Education

  1. Directors of the Company must ensure that they attend such training programmes as may be prescribed by Bursa Securities from time to time. The Directors should continue to update their knowledge and enhance their skills through appropriate continuous education programmes and life-long learning. This will enable Directors to effectively discharge their duties and sustain active participation in the Board deliberations.
  2. The Board shall assess the training needs of the Directors from time to time.

16. Review of Board Performance

  1. The Board should review its performance and the performance of individual Directors, the Company and Management annually. Following each assessment, the Board will consider whether any actions need to be taken to improve its performance.
  2. Informal reviews of the Board’s performance are conducted as necessary. In addition, any Director may suggest that the Board conduct a formal review earlier than the 12- month timeframe which generally applies.

17. Indemnity and Insurance

The Directors and officers of the Company are entitled to be indemnified against liabilities arising from their holding of office in the Company. In this respect, the Company will consider the appropriate insurance policy to mitigate this risk.  

18. Investor Relations and Shareholders Communication

  1. The Board shall maintain an effective communication policy that enables both the Board and Executive Management to communicate effectively with its shareholders, stakeholders and the public generally
  2. The ways of communication to shareholders and investors, amongst others, are as follows:
    1. Timely announcements and disclosures made to Bursa Securities, which includes quarterly financial results, material contracts awarded, changes in the composition of the Group and any other material information that may affect investors’ decision making.
    2. A press conference is normally held after each AGM and Extraordinary General Meeting to provide the media an opportunity to receive updates from the Board on the proceedings at the meetings and to address any queries or areas of interest of the media.
    3. Making available a summary of the Group’s investor relation activities during the financial year and additional corporate information and/or disclosures of the Group for reference on the Group’s website.
    4. The AGM is the principal forum for dialogue with shareholders. At each AGM, a presentation is given by the MD to explain the Group’s strategy, performance and major developments to shareholders. The Board also encourages shareholders to participate in the question and answer session at the AGM.

19. Conflicts and Declarations of Interest

  1. Every Director who may have direct or indirect interest in any contracts or proposed contract or arrangement with the Company shall immediately declare his interest to the Board and shall not participate in deliberations and shall abstain himself from casting his votes in any matter arising there from.
  2. Should there be an actual, potential or perceived conflict of interest between a Company and a Director, or an associate of a Director such as a spouse, other family member, or a related Company, the Director involved shall make full disclosure and act honestly in the best interest of the Company.
  3. An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in bona fide and due honesty.

This Board Charter was reviewed and adopted by the Board on 28 February 2022.

APPENDIX I

AUDIT COMMITTEE: TERMS OF REFERENCE

(a) Composition

The Board shall appoint the Audit Committee (“Committee/AC”) members from amongst themselves, comprising not less than three (3) Non-Executive Directors. As a Step-Up Practice to Malaysian Code on Corporate Governance (“MCCG”), wherever possible, all of the Committee members shall be Independent Directors.

The members of the Committee shall elect a Chairman from among themselves who is an Independent Director is not the Chairman of the Board.

All members of the Committee should be financially literate and are able to understand matters under the purview of the Committee including the financial reporting process.

At least one member of the Committee shall be a member of the Malaysian Institute of Accountants; or if not a member of the Malaysian Institute of Accountants, the member shall have at least three (3) years’ working experience and:

  • shall have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967 of Malaysia; or
  • shall be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967 (Malaysia); or
  • fulfils such other requirements as prescribed or approved by the Bursa Securities.

No Alternate Director shall be appointed as a member of the Committee. Any vacancy in the Committee resulting in the non-compliance with above paragraphs must be filled within three (3) months.

Any former key audit partner must have observed a cooling-off period of at least three years before one is eligible for appointment as Committee member.

The Board should ensure effective orientation is given to new Committee members and that there are adequate experienced Directors on the Committee.

(b) Meetings and Minutes

(i) Quorum

A quorum of Committee meeting will be two (2) members, of whom shall be Independent Directors. In the absence of the Chairman, the members present shall elect a chairman for the meeting from amongst the members present.

  (ii) Meetings and minutes of meetings

A schedule of meetings will be agreed in advance, however other meetings can be held as determined by the Chairman. The auditors, both internal and external, may request a meeting if they consider that one is necessary. The Committee may invite other Directors, Executive Management and employees to attend its meetings as deemed necessary from time to time. The external and internal auditors may request for a private session with the Committee to discuss any matter of concern.

The Company Secretary shall be appointed Secretary of the Committee (“Secretary”). The Secretary, in consultation with the Chairman, shall draw up an agenda, which shall be circulated together with the notice of meeting to the members at least seven (7) days prior to each meeting and the meeting papers delivered in hard copies, wherever possible, three (3) days prior to the meetings.

The Committee aims to achieve consensus on all substantive matters tabled before it. This would mean that each member has a right and obligation to express their point of view, listen to proposals and in the absence of an agreement on the resolution of a matter, work towards an agreement. Where consensus cannot be achieved, the Chairman is given the discretion to call for a vote.

At any meeting, a resolution put to the vote shall be decided on a show of hands of all members present in person or by means of telephone or other means of telecommunication (“electronic attendance”) which permits all members participating in the meeting to hear each other in a clear audible manner. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.

All deliberations, discussions and decisions of meetings shall be minuted and recorded by the Secretary and the minutes shall be signed by the chairman of the meeting concerned or the chairman of the next meeting.

The minutes of all meetings shall be kept at the registered office and upon confirmation at the next meeting, copies shall be circulated to the members of the Board, and the Chairman shall report on key matters discussed at each meeting to the Board.

(iii) Frequency of meetings

The Committee shall meet a minimum of four (4) times per year and more frequently if required, as determined by the Chairman. The Committee shall meet at least twice annually with the internal auditor and the external auditors without presence of any Executive Directors, Executive Management or employees, to discuss any matters the Committee considers relevant to the purpose of the Committee.

(c) Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is also authorised to seek any information it requires from any employees, and employees are directed to co-operate with any request made by the Committee. The Committee can obtain, at the expense of the Group, outside legal or other independent professional advice, it considers necessary in the discharge of its responsibilities.

The Committee shall have full and unlimited access to any information pertaining to the Group. The Committee shall have direct communication channels with the internal and external auditors and with Senior Executive Management and shall be able to convene meetings with the external auditors, the internal auditors or both excluding the attendance of other Directors and employees of the Group, whenever deemed necessary. The Committee shall have access to resources that are required to perform its duties, at the expense of the Group.

Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements (“Listing Requirements”), the Committee shall promptly report such matter to Bursa Securities.

Notwithstanding anything to the contrary hereinbefore stated, the Committee does not have executive powers. The Chairman shall be reporting to the full Board from time to time its recommendations for consideration and implementation and the actual decision shall be the responsibility of the Board after considering the recommendations of the Committee.

(d) Responsibilities

The following are the main responsibilities of the Committee collectively:

(i) Review with the external auditors the audit plan, their audit report, major findings and Executive Management’s responses thereof.

(ii) Review the external auditors’ evaluation of the systems of internal controls, recommendations made, and Executive Management's response to the recommendations.

(iii) Review the assistance given by the employees to both the internal and external auditors.

(iv) Consider the nomination, appointment (and re-appointment), resignation and dismissal of the external auditors. In connection thereto, the Committee is to review, assess and monitor the performance, suitability and independence of the external auditors.

(v) Review and approve external audit fees, including the monitoring and approval of all non-audit services.

(vi) Review the following in respect of internal audit:

  • the adequacy of the scope, competency and resources of the internal audit function and that it has the necessary authority to carry out its functions;
  • the internal audit plan and processes;
  • the results of internal audit assessments and investigations undertaken and to ensure that appropriate action is taken to implement the recommendations;
  • co-ordination of internal audit with external audit; and
  • the appointment or termination of the internal auditors, and appraisal and assessment of the performance of the internal auditors.

(vii) Take cognisance of the resignations of any internal audit member who is engaged in-house and provide the resigning internal audit member an opportunity to submit his/her reasons for resigning.

(viii) Review the quarterly results and the year-end financial statements, prior to approval by the Board, focusing particularly on:

  • changes in, or implementation of, major accounting policy changes;
  • significant matters highlighted including financial reporting issues;
  • significant judgements made by Executive Management;
  • significant and unusual events or transactions;
  • the going concern assumption; and
  • compliance with financial reporting standards and other legal requirements;

and how these matters are addressed.

(ix) Review procedures in place to ensure that the Company and its subsidiary companies, where applicable, are in compliance with their respective Memorandum and Articles of Association (also known as Constitution under Companies Act, 2016), Listing Requirements, applicable rules and regulations in all jurisdictions in which the Group operates and all other applicable legislative and reporting requirements.

(x) Monitor progress made by Executive Management in improving internal controls arising from recommendations made by both external and internal auditors.

(xi) Direct and, where appropriate, supervise any special projects or investigation considered necessary, and review investigation reports on any major defalcations, frauds and thefts.

(xii) Review and monitor any related party transactions and situations where a conflict of interest may arise within the Group, including any transaction, procedure or course of conduct that raises questions of Executive Management’s integrity.

(xiii) In respect of risk management, the tasks of the Committee are as follows:

  • Support the Board in meeting risk management expectations to:
    1. ensure that the Group’s corporate objectives are supported by a sound risk strategy and an effective risk management framework that are appropriate to the nature, scale and complexity of its activities.
    2. provide effective oversight of Executive Management’s actions to ensure consistency with the risk appetite, risk strategy and policies approved by the Board.
    3. ensure that the risk management framework enables the identification, measurement and continuous monitoring of all relevant and material risks on a Group basis and is supported by robust management information that facilitate the timely and reliable reporting of risks.
    4. ensure that risk management is integrated throughout the Group and embedded into the culture and business operations.
    5. ensure that the effective implementation of the risk management framework is reinforced with an effective compliance function and is subjected to internal audit review.
    6. ensure that there are appropriate mechanisms for communicating risks across the Group and for reporting risks developments to the Board and management.
    7. exercise oversight over subsidiaries’ risk management and ensure that appropriate processes are established to monitor the subsidiaries’ compliance with the Group’s risk management policies.
  • Ensure that the internal audit plans are aligned with the risks that have been identified so as to ensure that identified risks are managed in an integrated manner.
  • Review and approve the appointment, replacement and dismissal of the Chief Risk Officer, if any.

(xiv) Any other activities, as authorised by the Board.

(e) Review

The Nomination Committee is to review the term of office and performance of the Committee and each of its members annually to assess the extent to which the Committee and its members have discharged its responsibilities as set out in these terms of reference.

These terms of reference should be reviewed at least annually by the Committee or as and when there are changes to the Corporate Governance Code and Listing Requirements. The Committee shall discuss any changes required with the Board and ensure that such changes are approved by the Board.

APPENDIX II

NOMINATION COMMITTEE: TERMS OF REFERENCE

(a) Composition

The Nomination Committee (“Committee/NC”) should consist of:

  • a minimum of three (3) members;
  • wholly of Non-Executive Directors; and
  • a majority of Independent Directors.

The chairman of the Committee should be identified by the Board whom shall be Independent Director or the Senior Independent Director. The Board may appoint such additional Directors to the Committee or remove and replace members of the Committee by resolution.

No Alternate Director shall be appointed as a member of the Committee. Any vacancy in the Committee resulting in the non-compliance with above paragraphs must be filled within three (3) months.

(b) Meetings and Minutes

(i) Quorum

The quorum for the meeting of the Committee shall be at least two (2) members. In the absence of the Chairman of the Committee, the members present shall elect a chairman for the meeting from amongst the members present.

(ii) Meetings and minutes of meetings

Meetings of the Committee shall be arranged by the Committee Secretary at the request of the Committee Chairman or any other member of the Committee. The Company Secretary or his or her nominee shall act as the secretary of the Committee.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be forwarded to each Committee member and to other attendees (as appropriate) in advance of each scheduled meeting date together with an agenda and supporting papers. The Committee Secretary shall ensure that the agenda and supporting papers are received in a timely manner to enable full and proper consideration.

The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the attendance of members.

Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board unless it is deemed inappropriate to do so.

(iii) Frequency of Meetings

The Committee shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by the Committee or Chairman of the Committee.

(c) Authority

The Board has constituted the Committee with the authorities necessary to perform the duties set out in this terms of reference. The Committee is authorised to seek any information it requires from employees, company officials and external parties. The Committee may seek independent professional advice, as it requires, at the expense of the Company.

The Board will provide the Committee with sufficient resources to undertake its duties, including access to the Company Secretary.

(d) Responsibilities

(i) Appointment and re-appointment to the Board and Board Committees.

The Committee will be responsible for:

  • periodically reviewing the structure, size, balance and composition of the Board including the appropriate mix of skills, experience, expertise and diversity required on the Board;
  • establishing processes for the appointment and re-appointment of Directors, including establishing criteria for Board membership;
  • evaluating and recommending to the Board of candidates for appointment and re- appointment as Directors, whether of Executive or non-Executive position; and
  • recommending to the Board, candidates to fill the seats on Board Committees.

In the case of candidates for the position of Independent Non-Executive Directors, the Committee should also evaluate the candidates’ ability to discharge such responsibilities/ functions as expected from Independent Non-Executive Directors

(ii) Performance Evaluation

The Committee will annually review the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director, including Independent Non-Executive Directors and MD. All assessments and evaluations carried out by the Committee in the discharge of all its duties and responsibilities shall be properly documented.

(iii) Continuing Education

The Committee will be responsible for reviewing and defining induction and ongoing training and education programmes for the Board to seek to ensure that Directors are provided with adequate information regarding the operation of the business, the industry and their legal responsibilities and duties.

(iv) Succession planning

The Committee should give full consideration to succession planning for Directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Group, and the skills and expertise needed on the Board in the future.

(e) Procedures for selection & appointment of Directors

(i) The following are factors to be considered when reviewing a candidate for Board appointment:

  • the skills, experience, expertise and personal trait that will best complement Board effectiveness;
  • the existing composition of the Board, aimed at providing the Board the benefits of diversity among its Directors; and
  • the capability of the candidate to devote the necessary time and commitment to the role. This involves a consideration of other commitments such as other Board or executive appointments, integrity, potential conflicts of interest, and independence.

(ii) Comprehensive background information in relation to a candidate should be furnished to all Directors.

(iii) The use of external search organisations for identification of potential Director candidates may be considered, if deemed necessary

(iv) An offer of a Board appointment must be made by the Chairman only after having consulted all Directors, with any recommendations from the Committee having been circulated to all Directors.

(v) All Board appointments should be formalised by letter in the standard format as approved by the Board or the Committee from time to time.

(f) Reporting Responsibilities

The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. When presenting any recommendation to the Board, the Committee will provide such background and supporting information as may be necessary for the Board to make an informed decision.

(g) Review

The Board will periodically review the membership and terms of reference of the Committee to determine its adequacy for current circumstances and the Committee may recommend any change it considers necessary to the Board for approval.

APPENDIX III

REMUNERATION COMMITTEE: TERMS OF REFERENCE

(a) Composition

The Remuneration Committee (“Committee/RC”) should consist of:

  • a minimum of three (3) members; and
  • majority of Non-Executive Directors.

The Chairman of the Committee and the members shall be appointed by the Board based on the recommendations of the Nomination Committee.

No Alternate Director shall be appointed as a member of the Committee. Any vacancy in the Committee resulting in the non-compliance with above paragraphs must be filled within three (3) months.

(b) Meetings and Minutes

(i) Quorum

The quorum for the meeting of the Committee shall be at least two (2) members. In the absence of the Chairman of the Committee, the members present shall elect a chairman for the meeting from amongst the members present.

(ii) Meetings and minutes of meetings

Meetings of the Committee shall be arranged by the Committee Secretary at the request of the Committee Chairman or any other member of the Committee. The Company Secretary or his or her nominee shall act as the secretary of the Committee.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be forwarded to each Committee member and to other attendees (as appropriate) in advance of each scheduled meeting date together with an agenda and supporting papers. The Committee Secretary shall ensure that the agenda and supporting papers are received in a timely manner to enable full and proper consideration.

The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the attendance of members.

Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board unless it is deemed inappropriate to do so.

(iii) Frequency of Meetings

The Committee shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by the Committee or Chairman of the Committee.

(c) Authority

The Board has constituted the Committee with the authorities’ necessary to perform the duties set out in these Terms of Reference. The Committee is authorised to seek any information it requires from employees, company officials and external parties. The Committee may seek external legal or other independent professional advice, as it requires, at the expense of the Company.

The Board will provide the Committee with sufficient resources to undertake its duties, including access to the Company Secretary.

(d) Responsibilities

(i) Remuneration Framework

The Committee will be responsible for reviewing and recommending to the Board the remuneration framework for the Executive Directors, ensuring that remuneration is set at a coherent and competitive level to recruit, attract, retain and motivate high performing individuals and structured so as to align their interests with those of the Company and its shareholders.

In defining the remuneration framework, the Committee shall consider the following matters:

  • whether the framework provides adequate motivational incentive for Executive Directors to pursue the long-term growth and success of the Company; and
  • The underlying performance of the Company in light of the business plan of the Company.

The remuneration of Non-Executive Directors shall be a matter for the Chairman and the executive members of the Board. No Director shall be involved in any decision as to their own remuneration.

(ii) Remuneration Management & Review

The Committee should:

  • establish and recommend to the Board the individual remuneration structure and policy for the Executive Directors, taking due account of short term and long-term incentives and whether there is an appropriate balance between fixed and incentive pay that is aligned with the objectives of the Company and is commensurate with the level of executive responsibilities;
  • review and advise on the terms of any contract to be offered to a Director ensuring that contractual terms on appointment, retirement, termination and any payments made are fair to the individual and the Company;
  • take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the code of corporate governance in determining the remuneration policy; and
  • review the ongoing appropriateness and relevance of the remuneration policy and approving any major changes to remuneration policy.

(iii) Performance Management

The Committee will be responsible for:

  • determining and agreeing with the Board an appropriate performance framework;
  • supporting the setting of performance target parameters for the remuneration of the Executive Directors; and
  • monitoring their performance against such targets and recommending resultant annual remuneration levels.

(iv) Disclosure

The Committee will be responsible for reviewing and making recommendations to the Board for the remuneration report for inclusion in the annual report

(e) Reporting Responsibilities

The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. When presenting any recommendation to the Board, the Committee will provide such background and supporting information as may be necessary for the Board to make an informed decision.

(f) Review

The Board will periodically review the membership and terms of reference of the Committee to determine its adequacy for current circumstances and the Committee may recommend any change it considers necessary to the Board for approval.





 
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