1.1 The Committee shall be appointed by the Board comprising a majority of Independent Directors of the Company. The Committee shall fulfil the following requirements:-
1.1.1 The Committee shall comprise of not less than three (3) members.
1.1.2 The majority of the Committee must be Independent Non-Executive Director.
1.2 The Chairman of the Committee shall be appointed by the Board based on the recommendation of the Nomination Committee.
1.3 In the absence of the Chairman who was appointed by the Board, the remaining members present shall elect amongst themselves a Chairman to chair the meeting.
1.4 In the event of any vacancy in the Committee, the Board shall ensure that the vacancy is filled within three (3) months.
The quorum of the Committee shall be three (3) of whom the majority of members present shall be Independent Directors.
3.1 The Committee shall, amongst others, discharge the following functions :-
3.1.1 Oversight of the risk management framework, policies, strategies, processes for managing risks within the Group, for consideration and recommendation for the Board’s approval.
3.1.2 Ensuring and maintaining a sound risk management framework and to monitor the Group’s overall risks.
3.1.3 Reviewing new risks identified by the RMPIT (Risk Management Process Improvement Team) which comprises the head of departments, including the likelihood of the emerging risks that could potentially impact the Group and assess the measures that the management has taken to mitigate risks.
3.1.4 Providing input to the Board on significant risks the Group faces, and the Board action plans to manage the risks.
3.1.5 Reviewing the adequacy and effectiveness of the risk management processes with the continuous improvement effort so as to ensure that they remain relevant to the business and market environment that the Group is operating in.
3.1.6 Reviewing the relevant statements for disclosure in the Group’s annual report, including the Statement On Risk Management And Internal Control in pursuance to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR of Bursa Securities).
3.1.7 Performing any other functions that may be determined by the Board when deemed necessary and appropriate.
3.2 Advising or recommending to the Board for its consideration and implementation for improvements, but it has no executive powers to implement such recommendations on behalf of the Board on significant proposed changes to risk management policy and strategies.
4.1 The Committee shall, wherever necessary and reasonable for the performance of its duties in accordance with a procedure to be determined by the Board and at the expense of the Group :-
4.1.1 have authority to investigate any matter within its terms of reference;
4.1.2 have the resources which are required to perform its duties;
4.1.3 have full and unrestricted access to any information pertaining to the Group;
4.1.4 be able to obtain independent professional or other advice; and
4.1.5 be able to convene meetings with the external auditors, the internal auditors or both, or have direct communication with and unrestricted access to other directors and employees of the Group, whenever deemed necessary.
5.1 Review the following and report the same to the Board:-
5.1.1 The Chairman of the Committee shall report to the Board on any significant risks affecting the Group’s business.
5.1.2 The Committee shall not be delegated to make decision but rather shall report its recommendations to the Board for decision.
5.1.3 The Committee Chairman shall respond to any questions in relation to the Committee’s activities at the Annual General Meeting of the Group’s shareholders, when required.
5.1.4 The Committee shall be responsible in ensuring that the Group’s disclosure in its annual report, the Statement On Risk Management And Internal Control in pursuance to the MMLR of Bursa Securities are fairly accurate.
5.2 The Terms of Reference of the Committee shall be made available on the Group’s website.
6. ATTENDANCE AND MEETINGS
6.1 The Committee may invite other Committees, any member of the senior management, employees, other directors and representatives of the internal and external auditors to be present at meetings of the Committee.
6.2 The Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shall decide in order to fulfil its duties. In addition, the Chairman may at his discretion call for meetings at any time.
6.3 In any event, should the external auditors request, the Chairman shall convene a meeting of the committee to consider any matter the external auditor believes should be brought to the attention of the directors or shareholders.
6.4 Matters arising at any meeting of the Committee shall be decided on majority of votes of the members present who are independent directors. In the event of equality of votes, the resolution shall be deemed not to have been passed and it shall be tabled at the next meeting of the Committee or to issue a Circular Resolution for approval in accordance with 9, whichever is more appropriate.
7.1 Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to other members of the Board for notation.
7.2 The minutes of the Committee meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
8.1 The Secretary to the Committee shall be the Company Secretary.
8.2 The Committee Secretary shall:-
8.2.1 be responsible for drawing up the notice and agenda of meetings in consultation with the Chairman.
8.2.2 prepare and circulate the written minutes of the Committee meetings to each member of the Committee, and the minutes of the Committee meetings shall be extended to the Board for notation.
8.2.3 ensure that the minutes be kept under the custody of the Committee Secretary.
9. CIRCULAR RESOLUTION
A resolution in writing signed by a majority of the Committee members who are independent directors shall be valid and effectual as if it had been passed at a meeting of the Committee and all such resolutions shall be described as “Risk Management Committee Circular Resolutions”. It shall be forwarded or otherwise delivered to the Committee Secretary and shall be recorded by Committee Secretary in the minutes book. Any such resolution may consist of several documents in like form, each signed by one or more members. The expression “in writing”, “written” or “signed” include approval by legible confirmed transmission via facsimile, cable, email or other forms of electronic communications purporting to include a signature of a Committee Member.
10. REVIEW OF THE TERMS OF REFERENCE
10.1 The Nomination Committee shall review and make recommendation to the terms of reference and performance of the Committee and each of its members are subject to re-appointment by the Board annually.
10.2 Any relevant changes to the Terms of Reference of the Committee in relation to compliance and conformance to statutory and regulatory requirements shall be subject to the Board’s approval.