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Board Committees

THE AUDIT COMMITTEE

The Audit Committee consists of three members of the Board: Mr. Chew Hoy Ping (Chairman), Datuk William Toh and Mr. Roland Arthur Lawrence.

The Audit Committee held four (4) meetings during the financial year ended 31 December 2020. The Managing Director, Chief Financial Officer and Head of Internal Audit attended the meetings for the purpose of briefing the Audit Committee on the activities involving their areas of responsibilities. The Audit Committee was also briefed by the external auditors on the findings of the external audit.

The external auditors were present at two (2) Audit Committee meetings during the financial year. At these meetings, the Audit Committee also held separate sessions with the external auditors without the executive board members present whereby the Audit Committee was briefed by the external auditors on their audit findings and any other observations they may have had during the audit process.

The Audit Committee is tasked with the following primary roles and responsibilities:

  • Report to the Board on the results of the monitoring activities in relation to accounting & reporting practices, which include the work performed and audit issues raised by the external auditors.
  • Ensure the independence of the external auditors and assess their performance during the year.
  • Review the quarterly and yearly financial statements and results prior to approval by the Board.
  • Review the risk management framework and activities that include risk identification & analysis, risk updates and risk mitigating action plans put in place and the relevant outcomes. The scope of such activities encompasses financial, operational, compliance and strategic risks.
  • Ensure the independence of the Internal Audit function (appointment & appraisal of senior staff, development of audit plans and management of deficiencies reported).
  • Assist the Board in reviewing the overall internal control framework put in place by Management and the effectiveness of the relevant control procedures in the Group’s operating environment.
  • Maintain unrestricted access to all levels of whistleblowing information with regard to potential corruption, fraud and employee misconducts.

The Audit Committee works according to the Terms of Reference, which are 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.

THE RISK MANAGEMENT COMMITTEE

The Risk Management Committee consists of four members of the Board: Mr Chew Hoy Ping (Chairman), Datuk William Toh, Ms Michelle Tanya Achuthan and Mr Stefano Clini.

The Risk Management Committee is tasked with the following primary roles and responsibilities:

  • Oversee the development and review of the Group’s Risk Management Framework and policies.
  • Review quarterly report relating to risk management activities including the effectiveness and relevance of current risk registers and the overall Risk Management Framework.
  • Make recommendations to the Board concerning risk appetite and risk tolerance and ensure that the risks are monitored and managed within the tolerance levels approved by the Board.
  • Review and report to the Board any significant issues arising from the existing risk management programmes and corresponding mitigating actions taken by the Group.
  • Reviewed the anti-bribery and anti-corruption risks concerning the Group and the corresponding mitigating activities.

The Risk Management Committee works according to the Terms of Reference, which are 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.

THE NOMINATION & REMUNERATION COMMITTEE

In 2019, the Board approved the merger of the Nomination Committee and Remuneration Committee as the combined Nomination & Remuneration Committee. The Nomination & Remuneration Committee consists of four members of the Board: Ms Michelle Tanya Achuthan (Chairperson), Datuk William Toh, Mr. Chew Hoy Ping and Ms Chan Po Kei Kay.

The Nomination & Remuneration Committee which is charged with the responsibility of, amongst others, recommending the appointment of new Directors to the Board, comprised a majority of Non-Executive and Independent Directors.

The Nomination & Remuneration Committee works according to the Terms of Reference, which are 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.

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