1.1 The Risk Management Committee ("Committee") is appointed by the Board of Directors of the Company ("Board") for the purpose of overseeing the risk management process within the Group.
1.2 The terms of reference governs the processes of the Committee and outlines the procedures and guidelines in relation to its risk governance role.
2.0 OBJECTIVE AND SCOPE
2.1 The Board has the overall responsibility for risk oversight and risk management within the Group.
2.2 The Committee is responsible to the Board for:
2.3 The objectives of the framework are to ensure the provision of quality product and services and direct the risk culture and processes throughout the Group to take advantage of opportunities while managing and monitoring risks that may adversely affect the Group's achievement of its business objectives.
3.1 The members shall be appointed by the Board and the members shall have a mixture of risk and business management knowledge and experience.
3.2 The Committee shall comprise at least three (3) members, at least two (2) of whom must be independent non-executive directors.
3.3 The Chairman shall be an independent non-executive director
3.4 If a member retires or resigns from his position as a Director, that member ceases to be member of the Committee. The Board may appoint a successor.
4.1 Frequency of Meetings
The Committee shall meet at least 2 times a year. The Committee may call such additional meetings as the Chairman decides are necessary for the Committee to fulfil its obligations.
The Committee Meetings may be conducted by means of telephone conference, video conference or any other form of audio or audio-visual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person at such meeting.
The Chairman shall review the agenda for each Committee meeting prior to its issue.
A notice of each meeting confirming the date, time, venue and agenda shall be forwarded to the Committee seven (7) days before the date of the meeting.
4.3 Attendance at Meetings
A meeting of the RMC shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted via telephone conferencing, video conferencing or other appropriate means as determined by the RMC.
The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") shall attend the Committee meetings. Other senior management team may attend the meeting upon the invitation of the Committee.
The Committee may obtain external professional advice and assistance to enable it to discharge its duties as it considers appropriate.
The quorum for the meeting shall be two (2) Committee Members.
Minutes of the proceedings of Committee meetings shall be recorded by the Secretary, approved in draft form by the Chairman and circulated to all the members.
Wherever possible, minutes of the Committee meetings will be confirmed at the next meeting and signed by the Chairman.
5.0 CIRCULAR RESOLUTION
5.1 Any resolution in writing signed by a majority of members shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
5.2 All such resolutions shall be described as "Risk Management Committee Members Circular Resolutions" and shall be forwarded or otherwise delivered to the Registered Office without delay and shall be recorded in the minutes book.
5.3 Any such resolution may be contained in a single document or may consist of several documents in the like form, each signed by one (1) or more members.
5.4 The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile, email or other forms of electronic communications.
6. DUTIES AND RESPONSIBILITIES
In order to fulfil its responsibilities to the Board, the Committee shall:
The Committee is to review its duties and responsibilities on an annual basis.
The Committee shall have the authority to:
8. REPORTING TO THE BOARD
8.1 The minutes of each meeting shall be tabled to the Board for notation.
8.2 The Chairman shall report on each meeting to the Board regarding all relevant matters and appropriate recommendations, in a written report for noting or approval by the Board.
8.3 The Committee may from time to time submit to the Board its recommendation on matters within its purview, for the Board's decision.
9.1 The Company Secretary of the Company or his or her delegate or such other person appointed by the chairman of the Committee shall be the secretary of the Committee.
9.2 The secretary of the Committee shall be responsible for preparation of the agenda in consultation with the Chairman, and distribution to all the members the papers to be deliberated at the meeting.
10. REVIEW OF THE TERMS OF REFERENCE
The RMC shall recommend any changes to its terms of reference in such manner as the RMC deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated where necessary i.e. when there are changes to the Malaysian Code on Corporate Governance, MMLR or any other regulatory requirements. It should also be reviewed and updated when there are changes to the direction or strategies of the Group that may affect the RMC's role.