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Policy Disclosure

Directors' Fit and Proper Policy

Directors' Fit and Proper Policy

(2nd revision approved by the Board of Directors on 28 July 2023)
1.Objectives
1.1The principal objectives of the Audit Committee (“AC”) are to assist the Board of Directors of the Company (“Board”):
1.1.1in discharging its statutory and fiduciary responsibilities of overseeing the management of financial risk processes and accounting and financial reporting practices within the Company and its key subsidiary company(ies) (“Group”);
1.1.2reviewing the quality of the Group’s accounting function, financial reporting and internal controls;
1.1.3enhancing the independence of the external and internal audit functions by providing direction to and oversight of these functions; and
1.1.4ensuring that an effective ethic programme is implemented across the Group, and to monitor compliance with established policies and procedures.
1.2The ultimate responsibility for the Group’s financial reporting process rests with the Board.
2.Composition
2.1The AC members shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of whom shall be Independent Non-Executive Directors.

In this respect, the Board adopts the definition of “independent director” as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(“Listing Requirements”) and any practice notes issued thereto.

2.2No alternate director shall be appointed as a member of the AC.
2.3All members of the AC shall be financially literate, competent and are able to understand matters under the purview of the AC including the financial reporting process.
2.4At least one (1) member of the AC must be:-
(a)a member of the Malaysian Institute of Accountant (“MIA”); or
(b)if he is not a member of MIA, he must have at least three (3) years of working experience and:
i.he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii.he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
(c)fulfils such other requirements as prescribed or approved by Bursa Securities.
2.5No former audit partner shall be appointed as a member of the AC before first observing a cooling-off period of at least three (3) years since the last date of the last audit he/she was involved as an audit partner.
2.6The term of office and performance of the AC and each of its members shall be reviewed by the Group Nomination & Remuneration Committee annually to determine whether such AC and its members have carried out their duties in accordance with their terms of reference.
2.7Members of the AC may relinquish their membership in the AC with prior written notice to the Secretary.
2.8In the event of any vacancy arising in the AC resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the AC shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The Chairman is responsible for ensuring the overall effectiveness and independence of the AC. In particular, he is responsible for:
(a)planning and conducting meetings;
(b)overseeing the reporting to the Board;
(c)encouraging open discussion during meetings; and
(d)developing and maintaining active on-going dialogue with the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), senior management and the external and internal auditors.
3.3The Chairman, together with other members of the AC shall ensure, amongst others, that:
(a)the AC is fully informed about significant matters related to the Group’s audit and its financial statements and address these matters;
(b)the AC appropriately communicates its insights, views and concerns about relevant transactions and events to the internal and external auditors;
(c)the AC’s concerns on matters that may have an effect on the financial audit of the Group are communicated to the external auditors; and
(d)there is co-ordination between internal and external auditors.
3.4In the event of any reason that the Chairman of AC ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the AC shall be the Company Secretary.
5.Authority
5.1The AC is authorized by the Board, and at the expense of the Group to perform the following:
5.1.1secure the necessary resources in order to perform its duties set out in its terms of reference;
5.1.2investigate any matter within its terms of reference, including possible fraud, illegal acts or suspected violation of the Code of Conduct involving Management personnel or members of the Board. All employees shall be directed to co-operate as requested by the AC;
5.1.3have full and unrestricted access to any employee of the Group and all information and documents which are required to perform its duties;
5.1.4have unrestricted access to the CEO and CFO that is required to perform its duties;
5.1.5obtain external legal or other independent professional advice as necessary at the cost of the Group;
5.1.6convene meetings with the external auditors, internal auditors and the Company Secretary without the attendance of other directors or employees of the Group; and
5.1.7be able to invite outsiders with relevant experience to attend its meetings, if necessary.
5.2The AC shall report to the Board on matters considered and its recommendations thereon.
6.Duties and Functions
The duties and responsibilities of the AC are as follows:
6.1Financial reporting
(a)To review the quarterly and year-end financial statements, before approval by the Board, focusing particularly on:
(i)whether there have been changes in or adoption of new accounting policies;
(ii)whether there have been changes in the presentation of the financial statements;
(iii)whether there are significant auditing and financial reporting matters, material audit adjustments, material fluctuations in balances; significant judgment and estimates made by Management, significant or unusual events or transactions highlighted by the external auditors, and how these matters are addressed;
(iv)whether significant contingent liabilities and commitments have been properly disclosed;
(v)whether the going concern assumption used in the preparation of the financial statements is appropriate;
(vi)whether the financial statements are in compliance with the accounting standards and other legal requirements;
(vii)whether the financial statements taken as a whole provide a true and fair view of the financial position and performance of the Group and Company; and
(viii)whether there are any qualifications in the auditors’ report that must be discussed and properly acted upon.
(b)To report its findings on the financial and management performance, and other significant matters to the Board, and if appropriate, recommend to the Board the issuance of the quarterly and year-end financial statements to Bursa Securities.
(c)To discuss problems and issues encountered during the interim and final audits, and any matter the external auditors may wish to discuss (in the absence of Management, where necessary).
6.2External Auditors
(a)To consider the appointment or re-appointment of external auditors, the appropriateness of the level of audit fees and any questions regarding resignation or dismissal.
(b)To conduct annual evaluation on the performance of the external auditors to annually assess their suitability, objectivity and independence, and undertake follow-up measures, where required, taking into consideration the following:
(i)the competence, audit quality and resource capacity of the external auditors in relation to the audit;
(ii)the appropriateness of audit fees to support a quality audit;
(iii)the nature and extent of non-audit services rendered and the appropriateness of the level of fees paid for such services relative to audit fees.
In this connection, the AC shall review and approve all proposed non-audit services, including proposed fees, prior to work commencement to avoid situations where the audit firm inadvertently assumes the responsibilities of Management in the course of providing non-audit services, which may be a breach of the independence requirements on the part of the audit firm; and
(iv)the conduct of and independence demonstrated by the external auditors throughout the audit engagement.
In this connection, the AC shall obtain written confirmation from the external auditors that they are, and have been, independent in accordance with all relevant professional and regulatory requirements.
(c)To discuss with the external auditors before the audit commences, their audit plan, the nature and scope of their audit and their co-ordination with component auditors where more than one (1) audit firm is involved in the audit of the Group’s financial statements.
(d)To review the external auditors’ management letter and Management’s response to their suggestions for improvements.
(e)To ensure that assistance and full access to all information and documents and records required by the auditors is given by Management to the external auditors.
(f)To review with the external auditors, their evaluation of the system of internal controls and their audit report and to report the same to the Board.
(g)To review any letter of resignation from the external auditors of the Company or any of its subsidiaries.
6.3Internal Audit
(a)To perform the following in relation to the internal audit function:
(i)review the adequacy of the scope, functions, competency and resources of the internal audit function to ensure that it has the necessary authority to carry out its work, effective and able to function independently;
(ii)review the annual internal audit plan, processes and the results of all internal audit assignments (including any special investigations) undertaken and ensure that appropriate actions are taken based on the recommendations;
(iii)review the budget and ensure sufficient resources are allocated to the internal audit function;
(iv)ensure that the internal audit function is independent of the activities it audits and that the head of internal audit reports functionally to the AC directly;
(v)appraise the performance of the internal audit function on an annual basis;
(vi)ensure that the person responsible for internal audit has relevant experience, sufficient standing and authority to enable him to discharge his functions effectively;
(vii)ensure that the personnel assigned to undertake internal audit have the necessary competency, experience and resources to carry out the function effectively;
(viii)approve any appointment or termination of senior staff members of the internal audit function;
(ix)take note of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; and
(x)take note that the internal auditors are continuously keeping abreast with developments in the profession, relevant industry and regulations to ensure that they are able to perform their role effectively including undertaking root-cause analysis to provide strategic advice and suggest meaningful business improvements.
(b)To determine the remit of the internal audit function.
6.4Internal Controls 
To perform the following in relation to internal controls:
(i)Oversee the Group’s internal controls framework to ensure operational effectiveness and efficiency, reduce the risk of unreliable financial reporting, adequate protection of the Group’s assets from misappropriation and encourage legal and regulatory compliance.
(ii)Monitor systems and procedures with external and internal auditors, which are designed to provide a satisfactory and effective level of internal controls, asset protection and management information.
(iii)Monitor the Group’s operations via appropriate internal audit reviews, to ascertain if adequate attention is given to attributes of efficiency, effectiveness and economy.
(iv)Assist the Board in setting appropriate policies on internal control system and ensure that the system is functioning adequately and that its integrity is maintained in managing the risks of the Company and companies within the Group.
(v)consider the major findings of internal investigations and Management’s response;
(vi)review the statement on risk management and internal control in the Company’s annual report.
(vii)Review third-party opinions on the design and effectiveness of the Group’s internal control framework.
(viii)Ensure that Senior Management is taking necessary  corrective actions in a timely manner to address  control weaknesses, non-compliance with laws, regulatory requirements, policies and other problems identified by control functions such as risk management and compliance.
6.5Related Party Transactions
To perform the following in relation to related party transactions:
(i)ensure that Management establishes a comprehensive framework for the purposes of identifying, evaluating, approving, reporting related party transactions and monitoring conflict of interest situations;
(ii)review with the internal auditors their quarterly report from work performed to establish whether recurring related party transactions have been carried out in accordance with the mandate approved by shareholders and on commercial terms no more favourable than those available to non-related third parties; and
(iii)review non-recurring corporate proposals involving related parties to ensure that they are in the best interest of the Group and not detrimental to the interest to minority shareholders.
(iv)review any related party transaction and conflict of interest situations that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises questions of management integrity (including recurrent related party transaction).
6.6Other Matters 
(i)Examine and commission appropriate investigation on instances and matters, including disclosures from whistle blower that may have compromised the principles of corporate governance and the Group’s code of conduct or ethics policy.
(ii)Prepare an AC report at the end of each financial year for inclusion in the annual report pursuant to the Listing Requirements.
(iii)Undertake such other assignments as requested by the Board from time to time or as the AC considers appropriate.
The AC shall not assume the functions of the Management, which remain the responsibility of the CEO and other members of the senior management.
7.Meetings
7.1Frequency
7.1.1The AC shall meet five (5) times annually, or more frequently, if deemed necessary.
7.1.2The CFO and other Board members, other senior management personnel and the external auditors attend meetings upon the invitation of the AC.
7.1.3The Chairman shall convene a meeting of the AC if a request is made by any AC member, the CEO, the internal auditors or external auditors.
7.1.4At least twice a year and whenever necessary, the AC shall meet with the external auditors and internal auditors without the presence of non-independent directors or Management personnel.
7.1.5Upon the request of the external auditors, the Chairman shall convene a meeting of the AC to consider any matter the external auditors believe should be brought to the attention of the AC.
7.2Notice and Agenda
7.2.1Any AC member may at any time, and the Secretary on the requisition of an AC member shall, summon a meeting of the AC by notice served on the AC members.
7.2.2Unless otherwise agreed, the Secretary shall issue and circulate the notice of the AC meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the AC members and all those who are required to attend the meeting. AC members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the AC members and to other attendees as appropriate, at the same time when available.
7.2.3Meeting papers on non-financial related matters, including minutes of the previous meeting and agenda items are to be circulated at least five (5) working days before each meeting to the AC members. Materials on financial related matters will be circulated at least three (3) working days before each meeting to the AC members.
7.2.4The AC meeting agendas shall be the responsibility of the Chairman with input from the AC members, and assisted by the Secretary. Where necessary, the agenda shall include input from the Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for AC meeting shall be a majority of the AC members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the AC shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the AC, through which all persons participating in the meeting can hear and speak with each other.
7.4.2AC members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the AC shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the AC shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) AC members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) AC members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3AC members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the AC and also to the other members of the Board. The minutes of the AC meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the AC members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the AC duly called and constituted.
8.2All such resolutions shall be described as “Audit Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the AC shall orally report on the proceedings of each AC meeting to the Board at the first Board meeting following the AC meeting.
9.2The AC shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the AC has the responsibility of promptly reporting such matter to Bursa Securities.
10.Continuous Professional Development
10.1All AC members shall undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
11.Review of the Terms of Reference
11.1The AC shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by Bursa Securities and/or to align the AC with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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13.06.2022
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Effective Date
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Board Charter

Board Charter

1.Objectives
1.1The principal objectives of the Audit Committee (“AC”) are to assist the Board of Directors of the Company (“Board”):
1.1.1in discharging its statutory and fiduciary responsibilities of overseeing the management of financial risk processes and accounting and financial reporting practices within the Company and its key subsidiary company(ies) (“Group”);
1.1.2reviewing the quality of the Group’s accounting function, financial reporting and internal controls;
1.1.3enhancing the independence of the external and internal audit functions by providing direction to and oversight of these functions; and
1.1.4ensuring that an effective ethic programme is implemented across the Group, and to monitor compliance with established policies and procedures.
1.2The ultimate responsibility for the Group’s financial reporting process rests with the Board.
2.Composition
2.1The AC members shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of whom shall be Independent Non-Executive Directors.

In this respect, the Board adopts the definition of “independent director” as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(“Listing Requirements”) and any practice notes issued thereto.

2.2No alternate director shall be appointed as a member of the AC.
2.3All members of the AC shall be financially literate, competent and are able to understand matters under the purview of the AC including the financial reporting process.
2.4At least one (1) member of the AC must be:-
(a)a member of the Malaysian Institute of Accountant (“MIA”); or
(b)if he is not a member of MIA, he must have at least three (3) years of working experience and:
i.he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii.he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
(c)fulfils such other requirements as prescribed or approved by Bursa Securities.
2.5No former audit partner shall be appointed as a member of the AC before first observing a cooling-off period of at least three (3) years since the last date of the last audit he/she was involved as an audit partner.
2.6The term of office and performance of the AC and each of its members shall be reviewed by the Group Nomination & Remuneration Committee annually to determine whether such AC and its members have carried out their duties in accordance with their terms of reference.
2.7Members of the AC may relinquish their membership in the AC with prior written notice to the Secretary.
2.8In the event of any vacancy arising in the AC resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the AC shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The Chairman is responsible for ensuring the overall effectiveness and independence of the AC. In particular, he is responsible for:
(a)planning and conducting meetings;
(b)overseeing the reporting to the Board;
(c)encouraging open discussion during meetings; and
(d)developing and maintaining active on-going dialogue with the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), senior management and the external and internal auditors.
3.3The Chairman, together with other members of the AC shall ensure, amongst others, that:
(a)the AC is fully informed about significant matters related to the Group’s audit and its financial statements and address these matters;
(b)the AC appropriately communicates its insights, views and concerns about relevant transactions and events to the internal and external auditors;
(c)the AC’s concerns on matters that may have an effect on the financial audit of the Group are communicated to the external auditors; and
(d)there is co-ordination between internal and external auditors.
3.4In the event of any reason that the Chairman of AC ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the AC shall be the Company Secretary.
5.Authority
5.1The AC is authorized by the Board, and at the expense of the Group to perform the following:
5.1.1secure the necessary resources in order to perform its duties set out in its terms of reference;
5.1.2investigate any matter within its terms of reference, including possible fraud, illegal acts or suspected violation of the Code of Conduct involving Management personnel or members of the Board. All employees shall be directed to co-operate as requested by the AC;
5.1.3have full and unrestricted access to any employee of the Group and all information and documents which are required to perform its duties;
5.1.4have unrestricted access to the CEO and CFO that is required to perform its duties;
5.1.5obtain external legal or other independent professional advice as necessary at the cost of the Group;
5.1.6convene meetings with the external auditors, internal auditors and the Company Secretary without the attendance of other directors or employees of the Group; and
5.1.7be able to invite outsiders with relevant experience to attend its meetings, if necessary.
5.2The AC shall report to the Board on matters considered and its recommendations thereon.
6.Duties and Functions
The duties and responsibilities of the AC are as follows:
6.1Financial reporting
(a)To review the quarterly and year-end financial statements, before approval by the Board, focusing particularly on:
(i)whether there have been changes in or adoption of new accounting policies;
(ii)whether there have been changes in the presentation of the financial statements;
(iii)whether there are significant auditing and financial reporting matters, material audit adjustments, material fluctuations in balances; significant judgment and estimates made by Management, significant or unusual events or transactions highlighted by the external auditors, and how these matters are addressed;
(iv)whether significant contingent liabilities and commitments have been properly disclosed;
(v)whether the going concern assumption used in the preparation of the financial statements is appropriate;
(vi)whether the financial statements are in compliance with the accounting standards and other legal requirements;
(vii)whether the financial statements taken as a whole provide a true and fair view of the financial position and performance of the Group and Company; and
(viii)whether there are any qualifications in the auditors’ report that must be discussed and properly acted upon.
(b)To report its findings on the financial and management performance, and other significant matters to the Board, and if appropriate, recommend to the Board the issuance of the quarterly and year-end financial statements to Bursa Securities.
(c)To discuss problems and issues encountered during the interim and final audits, and any matter the external auditors may wish to discuss (in the absence of Management, where necessary).
6.2External Auditors
(a)To consider the appointment or re-appointment of external auditors, the appropriateness of the level of audit fees and any questions regarding resignation or dismissal.
(b)To conduct annual evaluation on the performance of the external auditors to annually assess their suitability, objectivity and independence, and undertake follow-up measures, where required, taking into consideration the following:
(i)the competence, audit quality and resource capacity of the external auditors in relation to the audit;
(ii)the appropriateness of audit fees to support a quality audit;
(iii)the nature and extent of non-audit services rendered and the appropriateness of the level of fees paid for such services relative to audit fees.
In this connection, the AC shall review and approve all proposed non-audit services, including proposed fees, prior to work commencement to avoid situations where the audit firm inadvertently assumes the responsibilities of Management in the course of providing non-audit services, which may be a breach of the independence requirements on the part of the audit firm; and
(iv)the conduct of and independence demonstrated by the external auditors throughout the audit engagement.
In this connection, the AC shall obtain written confirmation from the external auditors that they are, and have been, independent in accordance with all relevant professional and regulatory requirements.
(c)To discuss with the external auditors before the audit commences, their audit plan, the nature and scope of their audit and their co-ordination with component auditors where more than one (1) audit firm is involved in the audit of the Group’s financial statements.
(d)To review the external auditors’ management letter and Management’s response to their suggestions for improvements.
(e)To ensure that assistance and full access to all information and documents and records required by the auditors is given by Management to the external auditors.
(f)To review with the external auditors, their evaluation of the system of internal controls and their audit report and to report the same to the Board.
(g)To review any letter of resignation from the external auditors of the Company or any of its subsidiaries.
6.3Internal Audit
(a)To perform the following in relation to the internal audit function:
(i)review the adequacy of the scope, functions, competency and resources of the internal audit function to ensure that it has the necessary authority to carry out its work, effective and able to function independently;
(ii)review the annual internal audit plan, processes and the results of all internal audit assignments (including any special investigations) undertaken and ensure that appropriate actions are taken based on the recommendations;
(iii)review the budget and ensure sufficient resources are allocated to the internal audit function;
(iv)ensure that the internal audit function is independent of the activities it audits and that the head of internal audit reports functionally to the AC directly;
(v)appraise the performance of the internal audit function on an annual basis;
(vi)ensure that the person responsible for internal audit has relevant experience, sufficient standing and authority to enable him to discharge his functions effectively;
(vii)ensure that the personnel assigned to undertake internal audit have the necessary competency, experience and resources to carry out the function effectively;
(viii)approve any appointment or termination of senior staff members of the internal audit function;
(ix)take note of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; and
(x)take note that the internal auditors are continuously keeping abreast with developments in the profession, relevant industry and regulations to ensure that they are able to perform their role effectively including undertaking root-cause analysis to provide strategic advice and suggest meaningful business improvements.
(b)To determine the remit of the internal audit function.
6.4Internal Controls 
To perform the following in relation to internal controls:
(i)Oversee the Group’s internal controls framework to ensure operational effectiveness and efficiency, reduce the risk of unreliable financial reporting, adequate protection of the Group’s assets from misappropriation and encourage legal and regulatory compliance.
(ii)Monitor systems and procedures with external and internal auditors, which are designed to provide a satisfactory and effective level of internal controls, asset protection and management information.
(iii)Monitor the Group’s operations via appropriate internal audit reviews, to ascertain if adequate attention is given to attributes of efficiency, effectiveness and economy.
(iv)Assist the Board in setting appropriate policies on internal control system and ensure that the system is functioning adequately and that its integrity is maintained in managing the risks of the Company and companies within the Group.
(v)consider the major findings of internal investigations and Management’s response;
(vi)review the statement on risk management and internal control in the Company’s annual report.
(vii)Review third-party opinions on the design and effectiveness of the Group’s internal control framework.
(viii)Ensure that Senior Management is taking necessary  corrective actions in a timely manner to address  control weaknesses, non-compliance with laws, regulatory requirements, policies and other problems identified by control functions such as risk management and compliance.
6.5Related Party Transactions
To perform the following in relation to related party transactions:
(i)ensure that Management establishes a comprehensive framework for the purposes of identifying, evaluating, approving, reporting related party transactions and monitoring conflict of interest situations;
(ii)review with the internal auditors their quarterly report from work performed to establish whether recurring related party transactions have been carried out in accordance with the mandate approved by shareholders and on commercial terms no more favourable than those available to non-related third parties; and
(iii)review non-recurring corporate proposals involving related parties to ensure that they are in the best interest of the Group and not detrimental to the interest to minority shareholders.
(iv)review any related party transaction and conflict of interest situations that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises questions of management integrity (including recurrent related party transaction).
6.6Other Matters 
(i)Examine and commission appropriate investigation on instances and matters, including disclosures from whistle blower that may have compromised the principles of corporate governance and the Group’s code of conduct or ethics policy.
(ii)Prepare an AC report at the end of each financial year for inclusion in the annual report pursuant to the Listing Requirements.
(iii)Undertake such other assignments as requested by the Board from time to time or as the AC considers appropriate.
The AC shall not assume the functions of the Management, which remain the responsibility of the CEO and other members of the senior management.
7.Meetings
7.1Frequency
7.1.1The AC shall meet five (5) times annually, or more frequently, if deemed necessary.
7.1.2The CFO and other Board members, other senior management personnel and the external auditors attend meetings upon the invitation of the AC.
7.1.3The Chairman shall convene a meeting of the AC if a request is made by any AC member, the CEO, the internal auditors or external auditors.
7.1.4At least twice a year and whenever necessary, the AC shall meet with the external auditors and internal auditors without the presence of non-independent directors or Management personnel.
7.1.5Upon the request of the external auditors, the Chairman shall convene a meeting of the AC to consider any matter the external auditors believe should be brought to the attention of the AC.
7.2Notice and Agenda
7.2.1Any AC member may at any time, and the Secretary on the requisition of an AC member shall, summon a meeting of the AC by notice served on the AC members.
7.2.2Unless otherwise agreed, the Secretary shall issue and circulate the notice of the AC meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the AC members and all those who are required to attend the meeting. AC members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the AC members and to other attendees as appropriate, at the same time when available.
7.2.3Meeting papers on non-financial related matters, including minutes of the previous meeting and agenda items are to be circulated at least five (5) working days before each meeting to the AC members. Materials on financial related matters will be circulated at least three (3) working days before each meeting to the AC members.
7.2.4The AC meeting agendas shall be the responsibility of the Chairman with input from the AC members, and assisted by the Secretary. Where necessary, the agenda shall include input from the Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for AC meeting shall be a majority of the AC members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the AC shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the AC, through which all persons participating in the meeting can hear and speak with each other.
7.4.2AC members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the AC shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the AC shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) AC members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) AC members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3AC members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the AC and also to the other members of the Board. The minutes of the AC meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the AC members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the AC duly called and constituted.
8.2All such resolutions shall be described as “Audit Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the AC shall orally report on the proceedings of each AC meeting to the Board at the first Board meeting following the AC meeting.
9.2The AC shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the AC has the responsibility of promptly reporting such matter to Bursa Securities.
10.Continuous Professional Development
10.1All AC members shall undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
11.Review of the Terms of Reference
11.1The AC shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by Bursa Securities and/or to align the AC with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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Terms of Reference of The Audit Committee

Terms of Reference of The Audit Committee

1.Objectives
1.1The principal objectives of the Audit Committee (“AC”) are to assist the Board of Directors of the Company (“Board”):
1.1.1in discharging its statutory and fiduciary responsibilities of overseeing the management of financial risk processes and accounting and financial reporting practices within the Company and its key subsidiary company(ies) (“Group”);
1.1.2reviewing the quality of the Group’s accounting function, financial reporting and internal controls;
1.1.3enhancing the independence of the external and internal audit functions by providing direction to and oversight of these functions; and
1.1.4ensuring that an effective ethic programme is implemented across the Group, and to monitor compliance with established policies and procedures.
1.2The ultimate responsibility for the Group’s financial reporting process rests with the Board.
2.Composition
2.1The AC members shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, all of whom shall be Independent Non-Executive Directors.

In this respect, the Board adopts the definition of “independent director” as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(“Listing Requirements”) and any practice notes issued thereto.

2.2No alternate director shall be appointed as a member of the AC.
2.3All members of the AC shall be financially literate, competent and are able to understand matters under the purview of the AC including the financial reporting process.
2.4At least one (1) member of the AC must be:-
(a)a member of the Malaysian Institute of Accountant (“MIA”); or
(b)if he is not a member of MIA, he must have at least three (3) years of working experience and:
i.he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii.he must be a member of one of the associations of the accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
(c)fulfils such other requirements as prescribed or approved by Bursa Securities.
2.5No former audit partner shall be appointed as a member of the AC before first observing a cooling-off period of at least three (3) years since the last date of the last audit he/she was involved as an audit partner.
2.6The term of office and performance of the AC and each of its members shall be reviewed by the Group Nomination & Remuneration Committee annually to determine whether such AC and its members have carried out their duties in accordance with their terms of reference.
2.7Members of the AC may relinquish their membership in the AC with prior written notice to the Secretary.
2.8In the event of any vacancy arising in the AC resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the AC shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The Chairman is responsible for ensuring the overall effectiveness and independence of the AC. In particular, he is responsible for:
(a)planning and conducting meetings;
(b)overseeing the reporting to the Board;
(c)encouraging open discussion during meetings; and
(d)developing and maintaining active on-going dialogue with the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), senior management and the external and internal auditors.
3.3The Chairman, together with other members of the AC shall ensure, amongst others, that:
(a)the AC is fully informed about significant matters related to the Group’s audit and its financial statements and address these matters;
(b)the AC appropriately communicates its insights, views and concerns about relevant transactions and events to the internal and external auditors;
(c)the AC’s concerns on matters that may have an effect on the financial audit of the Group are communicated to the external auditors; and
(d)there is co-ordination between internal and external auditors.
3.4In the event of any reason that the Chairman of AC ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the AC shall be the Company Secretary.
5.Authority
5.1The AC is authorized by the Board, and at the expense of the Group to perform the following:
5.1.1secure the necessary resources in order to perform its duties set out in its terms of reference;
5.1.2investigate any matter within its terms of reference, including possible fraud, illegal acts or suspected violation of the Code of Conduct involving Management personnel or members of the Board. All employees shall be directed to co-operate as requested by the AC;
5.1.3have full and unrestricted access to any employee of the Group and all information and documents which are required to perform its duties;
5.1.4have unrestricted access to the CEO and CFO that is required to perform its duties;
5.1.5obtain external legal or other independent professional advice as necessary at the cost of the Group;
5.1.6convene meetings with the external auditors, internal auditors and the Company Secretary without the attendance of other directors or employees of the Group; and
5.1.7be able to invite outsiders with relevant experience to attend its meetings, if necessary.
5.2The AC shall report to the Board on matters considered and its recommendations thereon.
6.Duties and Functions
The duties and responsibilities of the AC are as follows:
6.1Financial reporting
(a)To review the quarterly and year-end financial statements, before approval by the Board, focusing particularly on:
(i)whether there have been changes in or adoption of new accounting policies;
(ii)whether there have been changes in the presentation of the financial statements;
(iii)whether there are significant auditing and financial reporting matters, material audit adjustments, material fluctuations in balances; significant judgment and estimates made by Management, significant or unusual events or transactions highlighted by the external auditors, and how these matters are addressed;
(iv)whether significant contingent liabilities and commitments have been properly disclosed;
(v)whether the going concern assumption used in the preparation of the financial statements is appropriate;
(vi)whether the financial statements are in compliance with the accounting standards and other legal requirements;
(vii)whether the financial statements taken as a whole provide a true and fair view of the financial position and performance of the Group and Company; and
(viii)whether there are any qualifications in the auditors’ report that must be discussed and properly acted upon.
(b)To report its findings on the financial and management performance, and other significant matters to the Board, and if appropriate, recommend to the Board the issuance of the quarterly and year-end financial statements to Bursa Securities.
(c)To discuss problems and issues encountered during the interim and final audits, and any matter the external auditors may wish to discuss (in the absence of Management, where necessary).
6.2External Auditors
(a)To consider the appointment or re-appointment of external auditors, the appropriateness of the level of audit fees and any questions regarding resignation or dismissal.
(b)To conduct annual evaluation on the performance of the external auditors to annually assess their suitability, objectivity and independence, and undertake follow-up measures, where required, taking into consideration the following:
(i)the competence, audit quality and resource capacity of the external auditors in relation to the audit;
(ii)the appropriateness of audit fees to support a quality audit;
(iii)the nature and extent of non-audit services rendered and the appropriateness of the level of fees paid for such services relative to audit fees.
In this connection, the AC shall review and approve all proposed non-audit services, including proposed fees, prior to work commencement to avoid situations where the audit firm inadvertently assumes the responsibilities of Management in the course of providing non-audit services, which may be a breach of the independence requirements on the part of the audit firm; and
(iv)the conduct of and independence demonstrated by the external auditors throughout the audit engagement.
In this connection, the AC shall obtain written confirmation from the external auditors that they are, and have been, independent in accordance with all relevant professional and regulatory requirements.
(c)To discuss with the external auditors before the audit commences, their audit plan, the nature and scope of their audit and their co-ordination with component auditors where more than one (1) audit firm is involved in the audit of the Group’s financial statements.
(d)To review the external auditors’ management letter and Management’s response to their suggestions for improvements.
(e)To ensure that assistance and full access to all information and documents and records required by the auditors is given by Management to the external auditors.
(f)To review with the external auditors, their evaluation of the system of internal controls and their audit report and to report the same to the Board.
(g)To review any letter of resignation from the external auditors of the Company or any of its subsidiaries.
6.3Internal Audit
(a)To perform the following in relation to the internal audit function:
(i)review the adequacy of the scope, functions, competency and resources of the internal audit function to ensure that it has the necessary authority to carry out its work, effective and able to function independently;
(ii)review the annual internal audit plan, processes and the results of all internal audit assignments (including any special investigations) undertaken and ensure that appropriate actions are taken based on the recommendations;
(iii)review the budget and ensure sufficient resources are allocated to the internal audit function;
(iv)ensure that the internal audit function is independent of the activities it audits and that the head of internal audit reports functionally to the AC directly;
(v)appraise the performance of the internal audit function on an annual basis;
(vi)ensure that the person responsible for internal audit has relevant experience, sufficient standing and authority to enable him to discharge his functions effectively;
(vii)ensure that the personnel assigned to undertake internal audit have the necessary competency, experience and resources to carry out the function effectively;
(viii)approve any appointment or termination of senior staff members of the internal audit function;
(ix)take note of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; and
(x)take note that the internal auditors are continuously keeping abreast with developments in the profession, relevant industry and regulations to ensure that they are able to perform their role effectively including undertaking root-cause analysis to provide strategic advice and suggest meaningful business improvements.
(b)To determine the remit of the internal audit function.
6.4Internal Controls 
To perform the following in relation to internal controls:
(i)Oversee the Group’s internal controls framework to ensure operational effectiveness and efficiency, reduce the risk of unreliable financial reporting, adequate protection of the Group’s assets from misappropriation and encourage legal and regulatory compliance.
(ii)Monitor systems and procedures with external and internal auditors, which are designed to provide a satisfactory and effective level of internal controls, asset protection and management information.
(iii)Monitor the Group’s operations via appropriate internal audit reviews, to ascertain if adequate attention is given to attributes of efficiency, effectiveness and economy.
(iv)Assist the Board in setting appropriate policies on internal control system and ensure that the system is functioning adequately and that its integrity is maintained in managing the risks of the Company and companies within the Group.
(v)consider the major findings of internal investigations and Management’s response;
(vi)review the statement on risk management and internal control in the Company’s annual report.
(vii)Review third-party opinions on the design and effectiveness of the Group’s internal control framework.
(viii)Ensure that Senior Management is taking necessary  corrective actions in a timely manner to address  control weaknesses, non-compliance with laws, regulatory requirements, policies and other problems identified by control functions such as risk management and compliance.
6.5Related Party Transactions
To perform the following in relation to related party transactions:
(i)ensure that Management establishes a comprehensive framework for the purposes of identifying, evaluating, approving, reporting related party transactions and monitoring conflict of interest situations;
(ii)review with the internal auditors their quarterly report from work performed to establish whether recurring related party transactions have been carried out in accordance with the mandate approved by shareholders and on commercial terms no more favourable than those available to non-related third parties; and
(iii)review non-recurring corporate proposals involving related parties to ensure that they are in the best interest of the Group and not detrimental to the interest to minority shareholders.
(iv)review any related party transaction and conflict of interest situations that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises questions of management integrity (including recurrent related party transaction).
6.6Other Matters 
(i)Examine and commission appropriate investigation on instances and matters, including disclosures from whistle blower that may have compromised the principles of corporate governance and the Group’s code of conduct or ethics policy.
(ii)Prepare an AC report at the end of each financial year for inclusion in the annual report pursuant to the Listing Requirements.
(iii)Undertake such other assignments as requested by the Board from time to time or as the AC considers appropriate.
The AC shall not assume the functions of the Management, which remain the responsibility of the CEO and other members of the senior management.
7.Meetings
7.1Frequency
7.1.1The AC shall meet five (5) times annually, or more frequently, if deemed necessary.
7.1.2The CFO and other Board members, other senior management personnel and the external auditors attend meetings upon the invitation of the AC.
7.1.3The Chairman shall convene a meeting of the AC if a request is made by any AC member, the CEO, the internal auditors or external auditors.
7.1.4At least twice a year and whenever necessary, the AC shall meet with the external auditors and internal auditors without the presence of non-independent directors or Management personnel.
7.1.5Upon the request of the external auditors, the Chairman shall convene a meeting of the AC to consider any matter the external auditors believe should be brought to the attention of the AC.
7.2Notice and Agenda
7.2.1Any AC member may at any time, and the Secretary on the requisition of an AC member shall, summon a meeting of the AC by notice served on the AC members.
7.2.2Unless otherwise agreed, the Secretary shall issue and circulate the notice of the AC meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the AC members and all those who are required to attend the meeting. AC members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the AC members and to other attendees as appropriate, at the same time when available.
7.2.3Meeting papers on non-financial related matters, including minutes of the previous meeting and agenda items are to be circulated at least five (5) working days before each meeting to the AC members. Materials on financial related matters will be circulated at least three (3) working days before each meeting to the AC members.
7.2.4The AC meeting agendas shall be the responsibility of the Chairman with input from the AC members, and assisted by the Secretary. Where necessary, the agenda shall include input from the Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for AC meeting shall be a majority of the AC members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the AC shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the AC, through which all persons participating in the meeting can hear and speak with each other.
7.4.2AC members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the AC shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the AC shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) AC members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) AC members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3AC members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the AC and also to the other members of the Board. The minutes of the AC meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the AC members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the AC duly called and constituted.
8.2All such resolutions shall be described as “Audit Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the AC shall orally report on the proceedings of each AC meeting to the Board at the first Board meeting following the AC meeting.
9.2The AC shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the AC has the responsibility of promptly reporting such matter to Bursa Securities.
10.Continuous Professional Development
10.1All AC members shall undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
11.Review of the Terms of Reference
11.1The AC shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by Bursa Securities and/or to align the AC with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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Terms of Reference of Nomination and Remuneration Committee

Terms of Reference of Nomination and Remuneration Committee

1.OBJECTIVES
1.1The objectives of the Nomination and Remuneration Committee (“NRC”) are to assist the Apex Equity Holdings Berhad (“AEHB”) Board of Directors (“Board”) in the following:
Nominating Function– to appoint new Directors and key senior management, perform annual appraisal of the Directors and key senior management, and manage the retirement or re-election of Directors in accordance with the regulatory requirements under Chapter 15 of Bursa Malaysia Main Market Listing Requirements (“MMLR”), and the Securities Commission’s Malaysia Code on Corporate Governance (“SC’s MCCG”), as and where relevant.
Remuneration Function– to recommend to the Board for approval on the remuneration matters in accordance with the regulatory requirements under Chapter 7, Part J of MMLR, and SC’s MCCG, as and where relevant.
1.2In accordance with the MMLR Chapter 9 – Appendix 9C Paragraph (4A), key senior management is defined as a person, who in the opinion of the listed issuer, is the key senior management of the group, and must include a person who is primarily responsible for the business operations of the listed issuer’s core business and principal subsidiaries. Accordingly, key senior management are:
• Directors of the listed issuer and its Principal Subsidiaries
• Chief Executive Officer of the listed issuers and its Principal Subsidiaries
• Group Financial Controller
2.COMPOSITION
2.1The NRC members shall be appointed by the Board and shall consist of minimum three (3) Members, and majority must be Independent Non-Executive Directors.
2.2The Chairman of the Board shall not be a member of the NRC and no alternate Director shall be appointed as a member of the NRC.
2.3An NRC member may resign from the NRC provided a prior written notice is given to the NRC Chairman five (5) days in advance. In any event where the number of NRC members falls below three (3), the Board shall fill the vacancy within three (3) months of that event.
3.SECRETARY
3.1The Secretary of the NRC shall be the Company Secretary.
4.AUTHORITY, DUTIES AND FUNCTIONS
4.1The NRC is authorised by the Board to perform all duties and functions as required under the relevant provisions of the MMLR and SC’s MCCG as and where necessary. In performing remuneration functions, the NRC will be guided by the Group Remuneration Policy and Procedures. 
5.MEETINGS
5.1The NRC shall meet at least twice a year with additional meetings as it deems necessary. Other members of the Board and Management may attend the NRC meetings by invitation.
5.2The Notice and Agenda, meeting mode, and voting shall be managed in accordance with the regulatory requirements under Companies Act 2016, MMLR, and SC’s MCCG.
5.3The quorum for NRC meeting shall be two (2) members, both of whom must be Independent Non-Executive Directors. In the absence of the NRC Chairman, the members present at a meeting shall elect an Independent Non-Executive Director from amongst them to chair the meeting.
5.4The minutes of each meeting signed by the Chairman of the said meeting shall be kept at the registered office and distributed to each NRC member and other members of the Board.
6.RESOLUTION
6.1Any written resolution signed by majority NRC members is valid and effectual. All such resolutions shall be described as “Nomination and Remuneration Committee’s Circular Resolutions” and shall be promptly forwarded or otherwise delivered to the Secretary, and shall be recorded by her in the Company’s Minutes Book.
7.REPORTING RESPONSIBILITIES
7.1 The NRC Chairman shall report the proceedings of NRC meeting to the Board, and recommend to the Board for any improvement observed.
8.REVIEW OF THE TERMS OF REFERENCE
8.1 The NRC shall review the TOR annually, or more frequently as deems fit, and recommend to the Board for approval for any changes to its TOR.
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Terms of Reference of the Group Board Risk Committee

Terms of Reference of the Group Board Risk Committee

1.Objectives
1.1The principal objectives of the Group Board Risk Committee (“GBRC”) are to assist the Board of Directors (“Board”):
1.1.1in fulfilling its statutory and fiduciary responsibilities including ensuring that the Company and its subsidiary companies (“Group”) have in place a sound and robust risk management and internal control framework and ensure that such framework has been effectively implemented to enhance the Group’s ability to achieve its strategic objectives;
1.1.2reviewing the management of the Group in addressing key risks including but not limited to financial, operational, regulatory compliance, anti-corruption, cybersecurity, sustainability and reputational risks;
1.1.3reviewing the effectiveness of the risk management framework in identifying, assessing and monitoring key business risks and internal processes and ensuring that the Management maintains sound risk management processes to safeguard shareholders’ investments and the Group’s assets, and enhance enterprise value;
1.1.4reviewing reports from the Group Risk Management Committee (“GRMC”) on risk exposures and risk management plans to cover compliance with the Group’s policies and the overall risk mitigation plan; and
1.1.5ensuring that proper processes and procedures are in place to comply with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies.
2.Composition
2.1The Committee members shall be appointed by the Board from amongst its Directors and shall consist of not less than three (3) members, comprising exclusively of Non-Executive Directors, a majority of whom are independent.
2.2All members of the Committee, including the Chairman, shall hold office only for so long as they serve as Non-Executive Directors of the Company.
2.3Members of the Committee may relinquish their membership in the Committee with prior written notice to the Secretary.
2.4In the event of any vacancy arising in the Committee resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the Committee shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The following are the main duties and responsibilities of the Chairman:
3.2.1Assist the Committee fulfil the goals it sets by assigning specific tasks to members of the Committee and identifies guidelines for the conduct of the members and ensures that each member is making a significant contribution.
3.2.2Engage with the Secretary of the Committee on matters relating to its Terms of Reference and how those responsibilities should be discharged.
3.2.3Provide a reasonable time for discussion at the meeting. Organise and present the agenda for regular or special Committee meetings based on input from members and ensure that all relevant issues are on the agenda. In addition, the Chairman should encourage healthy debate on the issue at hand and bring to the Committee a healthy level of skepticism and independence.
3.2.4Provide leadership to the GBRC, ensure proper flow of information to the Committee and review the adequacy and timing of documentation.
3.2.5Secure good corporate governance and ensure that members look beyond their Committee function and accept their share of responsibilities of governance materials in support of the Management’s proposals.
3.2.6Manage the processes and workings of the GBRC and ensure that the GBRC discharges its responsibilities in accordance with the Terms of Reference.
3.2.7Ensure that every GBRC resolution is put to a vote to ensure that it is the will of the majority that prevails.
3.3In the event of any reason that the Chairman of Committee ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the Committee shall be the Company Secretary.
5.Authority
5.1The Committee shall have the authority to:
5.1.1access and secure the necessary resources to perform its duties set out in its Terms of Reference;
5.1.2investigate any matter within its terms of reference and to appoint such independent experts, as appropriate, at the Company’s cost.
5.1.3have full, free and unrestricted access to any employee, all information, records, and properties of the Company and of any other companies within the Group, which are required to perform its duties;
5.1.4be able, at the Company’s cost, to obtain independent professional or other advice and to invite outsiders with relevant expertise to attend the Committee’s meetings (if required) and to brief the Committee.
5.2The Committee is not authorised to implement its recommendations on behalf of the Board but shall make recommendations to the Board on risk related matters for its consideration and implementation.
6.Duties and Functions
The main duties and functions of the Committee shall include but are not limited to the following:
6.1Provide oversight, direction and counsel to the Group’s risk and compliance management process which includes the following:
6.1.1establish the Group’s risk, compliance and integrity management frameworks based on internationally recognised standards.
6.1.2conduct an annual review and periodic testing of the Group’s risk, compliance and integrity management frameworks. This should include any insights it has gained from the review and any changes made to the respective management frameworks arising from the review.
6.1.3monitor the Group level risk exposures and management of the significant financial and non-financial risks identified.
6.1.4evaluate new risks identified by the GRMC including the likelihood of the emerging risks happening in the future and consider the need to put in place the appropriate controls.
6.1.5review the Group Risk Profile and ensure that significant risks that are outside tolerable ranges are being responded with appropriate actions taken in a timely manner.
6.1.6review the status of the implementation of management action plans in mitigating significant risks identified.
6.1.7review and recommend the Group’s level of risk tolerance and actively identify, assess and monitor key business risks to safeguard shareholders’ investments and the Group’s assets.
6.2Establish and periodically review the Group’s risk, compliance and integrity management guidelines and policies and ensure implementation of the objectives outlined in the policies and compliance with them.
6.3Review and monitor the implementation of compliance and integrity activities as that relate to the compliance and integrity management frameworks.
6.4Recommend for the Board’s approval, the Group’s risk management framework, policies, strategies, key risk indicators and risk tolerance levels, and any proposed changes thereto.
6.5Recommend for the Board’s approval, the Group’s compliance and integrity management frameworks, policies and strategies and any proposed changes thereto.
6.6Evaluate the effectiveness of the Group Risk Management and Group Compliance structure, management processes and support system to identify, assess, monitor and manage the Group’s key risks.
6.7Review all major investment and project business cases in accordance with established thresholds in the approved Group Limits of Authority, focusing on the following:
6.7.1evaluate the risks associated with funding options and costs, and investment returns and making its recommendation to the Board for approval of the investment or project.
6.7.2advise the Board on potential risk response strategies that need to be adopted in relation to a decision to proceed with the investment or project.
6.7.3monitor the execution/operationalisation of investments or projects and highlighting key risks to the Board as relevant.
6.7.4review the effectiveness of risk mitigating actions post approval for major investments and projects based on Group Risk Management Committee assessments, and reporting the same to the Board.
6.7.5review actual financial and operational performance of investments or projects against projected returns (i.e. return on investment, implementation timelines), and reporting the same to the Board.
6.7.6review investment proposals considered significant including:
•New lines of business (defined as businesses outside existing sectors, expansion across industry value chains within current sectors and new franchises); or
•New territories and countries (defined as expansion of existing businesses into new markets/ territories).
6.8Review the statement on risk management and internal control in the Group’s Annual Report to ensure that relevant information as prescribed in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(Listing Requirements”) is disclosed. Disclosure in the annual report should include a discussion on how key risk areas such as finance, operations, regulatory compliance, reputation, cyber security and sustainability were evaluated and the controls in place for the Group to mitigate and manage those risks.
7.Meetings
7.1Frequency
7.1.1The Committee shall meet at least four (4) times annually, or more frequently, if deemed necessary.
7.1.2The Group Risk Officer shall attend meetings of the Committee as a permanent invitee. Other members of the Management may attend the meetings by invitation of the Committee.
7.1.3The Chairman shall convene a meeting of the Committee if a request is made by any Committee member, the CEO or the Chief Risk & Compliance Officer.
7.2Notice and Agenda
7.2.1Unless otherwise agreed, the Secretary shall issue and circulate the notice of the Committee meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the Committee members and all those who are required to attend the meeting. Committee members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the Committee members and to other attendees as appropriate, at the same time when available.
7.2.2The Committee meeting agendas shall be the responsibility of the Chairman with input from the Committee members, and assisted by the Secretary. Where necessary, the agenda shall include input from Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for Committee meeting shall be a majority of the Committee members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the Committee shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the Committee, through which all persons participating in the meeting can hear and speak with each other.
7.4.2Committee members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the Committee shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the Committee shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) Committee members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) Committee members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3Committee members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board. The minutes of the Committee meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the Committee members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the Committee duly called and constituted.
8.2All such resolutions shall be described as “Group Board Risk Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the Committee shall orally report on the proceedings of each Committee meeting to the Board at the first Board meeting following the Committee meeting.
9.2The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where 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 Listing Requirements, the Committee has the responsibility of promptly reporting such matter to Bursa Securities.
10.Review of the Terms of Reference
10.1The Committee shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by applicable laws and/or to align the Committee with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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Anti-Bribery and Corruption (ABC) Policy

Anti-Bribery and Corruption (ABC) Policy

1.Objectives
1.1The principal objectives of the Group Board Risk Committee (“GBRC”) are to assist the Board of Directors (“Board”):
1.1.1in fulfilling its statutory and fiduciary responsibilities including ensuring that the Company and its subsidiary companies (“Group”) have in place a sound and robust risk management and internal control framework and ensure that such framework has been effectively implemented to enhance the Group’s ability to achieve its strategic objectives;
1.1.2reviewing the management of the Group in addressing key risks including but not limited to financial, operational, regulatory compliance, anti-corruption, cybersecurity, sustainability and reputational risks;
1.1.3reviewing the effectiveness of the risk management framework in identifying, assessing and monitoring key business risks and internal processes and ensuring that the Management maintains sound risk management processes to safeguard shareholders’ investments and the Group’s assets, and enhance enterprise value;
1.1.4reviewing reports from the Group Risk Management Committee (“GRMC”) on risk exposures and risk management plans to cover compliance with the Group’s policies and the overall risk mitigation plan; and
1.1.5ensuring that proper processes and procedures are in place to comply with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies.
2.Composition
2.1The Committee members shall be appointed by the Board from amongst its Directors and shall consist of not less than three (3) members, comprising exclusively of Non-Executive Directors, a majority of whom are independent.
2.2All members of the Committee, including the Chairman, shall hold office only for so long as they serve as Non-Executive Directors of the Company.
2.3Members of the Committee may relinquish their membership in the Committee with prior written notice to the Secretary.
2.4In the event of any vacancy arising in the Committee resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the Committee shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The following are the main duties and responsibilities of the Chairman:
3.2.1Assist the Committee fulfil the goals it sets by assigning specific tasks to members of the Committee and identifies guidelines for the conduct of the members and ensures that each member is making a significant contribution.
3.2.2Engage with the Secretary of the Committee on matters relating to its Terms of Reference and how those responsibilities should be discharged.
3.2.3Provide a reasonable time for discussion at the meeting. Organise and present the agenda for regular or special Committee meetings based on input from members and ensure that all relevant issues are on the agenda. In addition, the Chairman should encourage healthy debate on the issue at hand and bring to the Committee a healthy level of skepticism and independence.
3.2.4Provide leadership to the GBRC, ensure proper flow of information to the Committee and review the adequacy and timing of documentation.
3.2.5Secure good corporate governance and ensure that members look beyond their Committee function and accept their share of responsibilities of governance materials in support of the Management’s proposals.
3.2.6Manage the processes and workings of the GBRC and ensure that the GBRC discharges its responsibilities in accordance with the Terms of Reference.
3.2.7Ensure that every GBRC resolution is put to a vote to ensure that it is the will of the majority that prevails.
3.3In the event of any reason that the Chairman of Committee ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the Committee shall be the Company Secretary.
5.Authority
5.1The Committee shall have the authority to:
5.1.1access and secure the necessary resources to perform its duties set out in its Terms of Reference;
5.1.2investigate any matter within its terms of reference and to appoint such independent experts, as appropriate, at the Company’s cost.
5.1.3have full, free and unrestricted access to any employee, all information, records, and properties of the Company and of any other companies within the Group, which are required to perform its duties;
5.1.4be able, at the Company’s cost, to obtain independent professional or other advice and to invite outsiders with relevant expertise to attend the Committee’s meetings (if required) and to brief the Committee.
5.2The Committee is not authorised to implement its recommendations on behalf of the Board but shall make recommendations to the Board on risk related matters for its consideration and implementation.
6.Duties and Functions
The main duties and functions of the Committee shall include but are not limited to the following:
6.1Provide oversight, direction and counsel to the Group’s risk and compliance management process which includes the following:
6.1.1establish the Group’s risk, compliance and integrity management frameworks based on internationally recognised standards.
6.1.2conduct an annual review and periodic testing of the Group’s risk, compliance and integrity management frameworks. This should include any insights it has gained from the review and any changes made to the respective management frameworks arising from the review.
6.1.3monitor the Group level risk exposures and management of the significant financial and non-financial risks identified.
6.1.4evaluate new risks identified by the GRMC including the likelihood of the emerging risks happening in the future and consider the need to put in place the appropriate controls.
6.1.5review the Group Risk Profile and ensure that significant risks that are outside tolerable ranges are being responded with appropriate actions taken in a timely manner.
6.1.6review the status of the implementation of management action plans in mitigating significant risks identified.
6.1.7review and recommend the Group’s level of risk tolerance and actively identify, assess and monitor key business risks to safeguard shareholders’ investments and the Group’s assets.
6.2Establish and periodically review the Group’s risk, compliance and integrity management guidelines and policies and ensure implementation of the objectives outlined in the policies and compliance with them.
6.3Review and monitor the implementation of compliance and integrity activities as that relate to the compliance and integrity management frameworks.
6.4Recommend for the Board’s approval, the Group’s risk management framework, policies, strategies, key risk indicators and risk tolerance levels, and any proposed changes thereto.
6.5Recommend for the Board’s approval, the Group’s compliance and integrity management frameworks, policies and strategies and any proposed changes thereto.
6.6Evaluate the effectiveness of the Group Risk Management and Group Compliance structure, management processes and support system to identify, assess, monitor and manage the Group’s key risks.
6.7Review all major investment and project business cases in accordance with established thresholds in the approved Group Limits of Authority, focusing on the following:
6.7.1evaluate the risks associated with funding options and costs, and investment returns and making its recommendation to the Board for approval of the investment or project.
6.7.2advise the Board on potential risk response strategies that need to be adopted in relation to a decision to proceed with the investment or project.
6.7.3monitor the execution/operationalisation of investments or projects and highlighting key risks to the Board as relevant.
6.7.4review the effectiveness of risk mitigating actions post approval for major investments and projects based on Group Risk Management Committee assessments, and reporting the same to the Board.
6.7.5review actual financial and operational performance of investments or projects against projected returns (i.e. return on investment, implementation timelines), and reporting the same to the Board.
6.7.6review investment proposals considered significant including:
•New lines of business (defined as businesses outside existing sectors, expansion across industry value chains within current sectors and new franchises); or
•New territories and countries (defined as expansion of existing businesses into new markets/ territories).
6.8Review the statement on risk management and internal control in the Group’s Annual Report to ensure that relevant information as prescribed in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(Listing Requirements”) is disclosed. Disclosure in the annual report should include a discussion on how key risk areas such as finance, operations, regulatory compliance, reputation, cyber security and sustainability were evaluated and the controls in place for the Group to mitigate and manage those risks.
7.Meetings
7.1Frequency
7.1.1The Committee shall meet at least four (4) times annually, or more frequently, if deemed necessary.
7.1.2The Group Risk Officer shall attend meetings of the Committee as a permanent invitee. Other members of the Management may attend the meetings by invitation of the Committee.
7.1.3The Chairman shall convene a meeting of the Committee if a request is made by any Committee member, the CEO or the Chief Risk & Compliance Officer.
7.2Notice and Agenda
7.2.1Unless otherwise agreed, the Secretary shall issue and circulate the notice of the Committee meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the Committee members and all those who are required to attend the meeting. Committee members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the Committee members and to other attendees as appropriate, at the same time when available.
7.2.2The Committee meeting agendas shall be the responsibility of the Chairman with input from the Committee members, and assisted by the Secretary. Where necessary, the agenda shall include input from Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for Committee meeting shall be a majority of the Committee members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the Committee shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the Committee, through which all persons participating in the meeting can hear and speak with each other.
7.4.2Committee members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the Committee shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the Committee shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) Committee members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) Committee members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3Committee members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board. The minutes of the Committee meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the Committee members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the Committee duly called and constituted.
8.2All such resolutions shall be described as “Group Board Risk Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the Committee shall orally report on the proceedings of each Committee meeting to the Board at the first Board meeting following the Committee meeting.
9.2The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where 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 Listing Requirements, the Committee has the responsibility of promptly reporting such matter to Bursa Securities.
10.Review of the Terms of Reference
10.1The Committee shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by applicable laws and/or to align the Committee with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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Whistleblowing Policy

Whistleblowing Policy

1.Objectives
1.1The principal objectives of the Group Board Risk Committee (“GBRC”) are to assist the Board of Directors (“Board”):
1.1.1in fulfilling its statutory and fiduciary responsibilities including ensuring that the Company and its subsidiary companies (“Group”) have in place a sound and robust risk management and internal control framework and ensure that such framework has been effectively implemented to enhance the Group’s ability to achieve its strategic objectives;
1.1.2reviewing the management of the Group in addressing key risks including but not limited to financial, operational, regulatory compliance, anti-corruption, cybersecurity, sustainability and reputational risks;
1.1.3reviewing the effectiveness of the risk management framework in identifying, assessing and monitoring key business risks and internal processes and ensuring that the Management maintains sound risk management processes to safeguard shareholders’ investments and the Group’s assets, and enhance enterprise value;
1.1.4reviewing reports from the Group Risk Management Committee (“GRMC”) on risk exposures and risk management plans to cover compliance with the Group’s policies and the overall risk mitigation plan; and
1.1.5ensuring that proper processes and procedures are in place to comply with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies.
2.Composition
2.1The Committee members shall be appointed by the Board from amongst its Directors and shall consist of not less than three (3) members, comprising exclusively of Non-Executive Directors, a majority of whom are independent.
2.2All members of the Committee, including the Chairman, shall hold office only for so long as they serve as Non-Executive Directors of the Company.
2.3Members of the Committee may relinquish their membership in the Committee with prior written notice to the Secretary.
2.4In the event of any vacancy arising in the Committee resulting in the number of members falling below three (3), the vacancy shall be filled within three (3) months of that event.
3.Chairman
3.1The Chairman of the Committee shall be appointed by the Board and he shall not be the Chairman of the Board.
3.2The following are the main duties and responsibilities of the Chairman:
3.2.1Assist the Committee fulfil the goals it sets by assigning specific tasks to members of the Committee and identifies guidelines for the conduct of the members and ensures that each member is making a significant contribution.
3.2.2Engage with the Secretary of the Committee on matters relating to its Terms of Reference and how those responsibilities should be discharged.
3.2.3Provide a reasonable time for discussion at the meeting. Organise and present the agenda for regular or special Committee meetings based on input from members and ensure that all relevant issues are on the agenda. In addition, the Chairman should encourage healthy debate on the issue at hand and bring to the Committee a healthy level of skepticism and independence.
3.2.4Provide leadership to the GBRC, ensure proper flow of information to the Committee and review the adequacy and timing of documentation.
3.2.5Secure good corporate governance and ensure that members look beyond their Committee function and accept their share of responsibilities of governance materials in support of the Management’s proposals.
3.2.6Manage the processes and workings of the GBRC and ensure that the GBRC discharges its responsibilities in accordance with the Terms of Reference.
3.2.7Ensure that every GBRC resolution is put to a vote to ensure that it is the will of the majority that prevails.
3.3In the event of any reason that the Chairman of Committee ceases to be the Chair, the Board shall elect a new Chairman within three (3) months.
4.Secretary
4.1The Secretary of the Committee shall be the Company Secretary.
5.Authority
5.1The Committee shall have the authority to:
5.1.1access and secure the necessary resources to perform its duties set out in its Terms of Reference;
5.1.2investigate any matter within its terms of reference and to appoint such independent experts, as appropriate, at the Company’s cost.
5.1.3have full, free and unrestricted access to any employee, all information, records, and properties of the Company and of any other companies within the Group, which are required to perform its duties;
5.1.4be able, at the Company’s cost, to obtain independent professional or other advice and to invite outsiders with relevant expertise to attend the Committee’s meetings (if required) and to brief the Committee.
5.2The Committee is not authorised to implement its recommendations on behalf of the Board but shall make recommendations to the Board on risk related matters for its consideration and implementation.
6.Duties and Functions
The main duties and functions of the Committee shall include but are not limited to the following:
6.1Provide oversight, direction and counsel to the Group’s risk and compliance management process which includes the following:
6.1.1establish the Group’s risk, compliance and integrity management frameworks based on internationally recognised standards.
6.1.2conduct an annual review and periodic testing of the Group’s risk, compliance and integrity management frameworks. This should include any insights it has gained from the review and any changes made to the respective management frameworks arising from the review.
6.1.3monitor the Group level risk exposures and management of the significant financial and non-financial risks identified.
6.1.4evaluate new risks identified by the GRMC including the likelihood of the emerging risks happening in the future and consider the need to put in place the appropriate controls.
6.1.5review the Group Risk Profile and ensure that significant risks that are outside tolerable ranges are being responded with appropriate actions taken in a timely manner.
6.1.6review the status of the implementation of management action plans in mitigating significant risks identified.
6.1.7review and recommend the Group’s level of risk tolerance and actively identify, assess and monitor key business risks to safeguard shareholders’ investments and the Group’s assets.
6.2Establish and periodically review the Group’s risk, compliance and integrity management guidelines and policies and ensure implementation of the objectives outlined in the policies and compliance with them.
6.3Review and monitor the implementation of compliance and integrity activities as that relate to the compliance and integrity management frameworks.
6.4Recommend for the Board’s approval, the Group’s risk management framework, policies, strategies, key risk indicators and risk tolerance levels, and any proposed changes thereto.
6.5Recommend for the Board’s approval, the Group’s compliance and integrity management frameworks, policies and strategies and any proposed changes thereto.
6.6Evaluate the effectiveness of the Group Risk Management and Group Compliance structure, management processes and support system to identify, assess, monitor and manage the Group’s key risks.
6.7Review all major investment and project business cases in accordance with established thresholds in the approved Group Limits of Authority, focusing on the following:
6.7.1evaluate the risks associated with funding options and costs, and investment returns and making its recommendation to the Board for approval of the investment or project.
6.7.2advise the Board on potential risk response strategies that need to be adopted in relation to a decision to proceed with the investment or project.
6.7.3monitor the execution/operationalisation of investments or projects and highlighting key risks to the Board as relevant.
6.7.4review the effectiveness of risk mitigating actions post approval for major investments and projects based on Group Risk Management Committee assessments, and reporting the same to the Board.
6.7.5review actual financial and operational performance of investments or projects against projected returns (i.e. return on investment, implementation timelines), and reporting the same to the Board.
6.7.6review investment proposals considered significant including:
•New lines of business (defined as businesses outside existing sectors, expansion across industry value chains within current sectors and new franchises); or
•New territories and countries (defined as expansion of existing businesses into new markets/ territories).
6.8Review the statement on risk management and internal control in the Group’s Annual Report to ensure that relevant information as prescribed in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)(Listing Requirements”) is disclosed. Disclosure in the annual report should include a discussion on how key risk areas such as finance, operations, regulatory compliance, reputation, cyber security and sustainability were evaluated and the controls in place for the Group to mitigate and manage those risks.
7.Meetings
7.1Frequency
7.1.1The Committee shall meet at least four (4) times annually, or more frequently, if deemed necessary.
7.1.2The Group Risk Officer shall attend meetings of the Committee as a permanent invitee. Other members of the Management may attend the meetings by invitation of the Committee.
7.1.3The Chairman shall convene a meeting of the Committee if a request is made by any Committee member, the CEO or the Chief Risk & Compliance Officer.
7.2Notice and Agenda
7.2.1Unless otherwise agreed, the Secretary shall issue and circulate the notice of the Committee meetings confirming the venue, time and date at least seven (7) working days before each meeting by e-mail at the email address provided or by any means of telecommunication to the Committee members and all those who are required to attend the meeting. Committee members may waive the notice of any meeting either prospectively or retrospectively if required. The agenda and meeting materials shall be emailed to the Committee members and to other attendees as appropriate, at the same time when available.
7.2.2The Committee meeting agendas shall be the responsibility of the Chairman with input from the Committee members, and assisted by the Secretary. Where necessary, the agenda shall include input from Management or other persons deemed appropriate to participate in this process.
7.3 Quorum
7.3.1The quorum for Committee meeting shall be a majority of the Committee members present in person.
7.3.2In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.
7.4Meeting Mode
7.4.1A meeting of the Committee shall normally be conducted face-to-face to enable effective discussion; however, meetings may also be conducted by means of telephone conferencing, video conferencing or other appropriate means as determined by the Committee, through which all persons participating in the meeting can hear and speak with each other.
7.4.2Committee members participating in any such meeting shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.
7.4.3The meeting shall be deemed to be held at the place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
7.5Voting
7.5.1All decisions of the Committee shall be decided by a simple majority of votes, each member having one (1) vote. Any decision or recommendation made at the Committee shall be subject to the review and ultimate approval of the Board.
7.5.2In case of equality of votes, the Chairman shall have a second or casting vote. Where two (2) Committee members form a quorum, the Chairman of a meeting at which only such a quorum is present or at which only two (2) Committee members are competent to vote in the question at issue, shall not have a casting vote.
7.5.3Committee members are required to abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.
7.6Minutes of Meetings
7.6.1Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board. The minutes of the Committee meeting shall be signed by the Chairman of the said meeting or by the Chairman of the next succeeding meeting.
8.Resolution
8.1A resolution in writing signed, confirmed or approved by letter, email or other means of written communications by majority of the Committee members sufficient to form a quorum, shall be as valid and effectual as if it has been passed at a meeting of the Committee duly called and constituted.
8.2All such resolutions shall be described as “Group Board Risk Committee’s Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by her in the Company’s Minutes Book. Any such resolution may consist of several documents in like form, each signed by one or more members.
9.Reporting Responsibilities
9.1The Chairman of the Committee shall orally report on the proceedings of each Committee meeting to the Board at the first Board meeting following the Committee meeting.
9.2The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed for consideration, approval and adoption but it has no executive power to implement the recommendations on behalf of the Board.
9.3Where 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 Listing Requirements, the Committee has the responsibility of promptly reporting such matter to Bursa Securities.
10.Review of the Terms of Reference
10.1The Committee shall recommend any changes to its terms of reference in such manner as it deems appropriate to fulfill such other requirements as prescribed by applicable laws and/or to align the Committee with recommended best practices and proper corporate governance, to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary, not more than three (3) years.
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Apex Privacy Statement

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Company Overview

About Us
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Corporate Governance
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Apexetrade
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Policy Disclosure
Apex Privacy Statement
Bursa PDPA Notice
  • Level 5, Menara UAC, No 12, Jalan PJU 7/5, Mutiara Damansara
    47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
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Investor Relations
Apexetrade
Careers
Contact Us
Stockbroking & Derivatives
Property Investment
Credit & Financing
About Us
Board of Directors
Corporate Governance
Sustainability Statement
Corporate Social Responsibility
Corporate Structure