1. OBJECTIVE
UMS Holdings Berhad and its subsidiaries (collectively referred to as “UMS” or “the Group”) are dedicated to integrating sustainability into all aspects of our business operations. This involves addressing potential sustainability challenges and opportunities identified through our sustainability pillars. Our focus is on potential risks and opportunities under the Environmental, Social and Governance (“ESG”) pillars.
2. SUSTAINABILITY GOVERNANCE STRUCTURE
The Board provides strategic direction and supervision of the sustainability efforts with support from the Risk Management and Sustainability Committee (“RMSC”) and the Sustainability Working Group (“SWG”).
3. ROLES AND RESPONSIBILITIES
3.1 Key roles and responsibilities of the Board of Directors:
I. To provide strategic oversight of the Group’s sustainability governance, including climate-related strategies, policies, targets, and material sustainability matters.
II. To provide strategic direction on the integration of sustainability, including climate-related risks and opportunities, into the Group’s business strategy and risk management process.
III. To approve materiality sustainability matters and the content of the sustainability statement.
3.2 Key roles and responsibilities of the Risk Management and Sustainability Committee (RMSC):
I. To provide input on the oversight of risk management, sustainability frameworks, policies, strategies, climate-related risks, and processes for managing risks as well as the sustainability-related matters within the Group, for consideration and recommendation for the Board’s approval.
II. To ensure and maintain a sound risk management and sustainability framework while monitoring the Group’s overall risks.
III. To review new and emerging risks identified by the Risk Management Process Improvement Team (“RMPIT”) which comprises heads of departments, including sustainability-related risks, and assess the measures management has taken to mitigate these risks.
IV. To review and monitor the adequacy and effectiveness of the risk management and sustainability processes, focusing on continuous improvement to ensure they remain relevant to the business, market environment, and the evolving sustainability challenges faced by the Group.
V. To perform any other functions that the Board may determine as necessary and appropriate, including roles related to the Group’s sustainability governance and risk management.
3.3 Key roles and responsibilities of the Sustainability Working Group (SWG):
I. To support the RMSC in managing sustainability, climate-related risks and opportunities, as well as material sustainability matters for the Group
II. To identify issues that are material to the Group and recommend sustainability-related strategies and initiatives to the RMSC.
III. To implement the Group’s sustainability and climate-related policies, strategies, targets and initiatives
IV. To provide the RMSC with updates on the implementation progress of the Group’s sustainability initiatives for reporting to the Board.
V. To track and collate sustainability performance data for monitoring and reporting purposes
4. SUSTAINABILITY COMMITTEE MEETINGS
I. The RMSC shall meet at least 4 times a year and convene additional meetings as and when required.
II. The quorum for the RMSC meetings shall consist of at least 3 RMSC members, including the Chairman.
III. Any member of the RMSC may participate in a meeting via telephone, video conferencing, or other modes of communication, in which event such member shall be deemed to be present at the meeting.
IV. All SWG members and any persons required to attend will receive the notice and agenda of the meeting at least 5 days before each meeting.
V. The minutes of the meeting shall be confirmed by RMSC Chairman before circulation to all members.
5. REPORTING RESPONSIBILITIES
I. The SWG shall report to the RMSC which will, in turn, report to the Board all the conclusions and recommendations after each RMSC meeting.
II. Any pertinent issue that is deemed to be of major importance should be forwarded to the Board for consideration at the discretion of the RMSC and members of the SWG.
6. REVIEW OF THE TERMS OF REFERENCE
I. The Terms of Reference shall be reviewed at least once a year or as and when required. Any revision or amendment to this Terms of Reference, as proposed by the RMSC, SWG or any third party, shall first be presented to the Board for approval.
II. The RMSC shall conduct a review and evaluation of its performance at least annually to ensure the continued effective execution of its roles and responsibilities as outlined in this Terms of Reference.