TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE

TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE

1.0       Introduction

The Committee is established by the Board to oversee senior management’s activities in managing credit, market, liquidity, operational, legal and other risks, and to ensure that the risk management process is in place and functioning effectively.

2.0       Members

2.1       Composition

The members of Risk Management Committee (“RMC”) shall be appointed by the Board from amongst the Directors of the Company and shall comprise of at least three (3) members of which majority of whom must be Independent Non-Executive Directors.

If a member retires or resigns from his position as a Director, that member ceases to be member of the Committee. The Board may appoint a successor.

2.2       The Chairman

The RMC shall elect a Chairman from among its members and the elected Chairman shall be an Independent Non-Executive Director.

3.0       Roles and Responsibilities

  • To review and recommend risk management strategies, policies and risk tolerance for Board’s approval;
  • To review and recommend adequacy of risk management policies and framework in identifying, measuring, monitoring and controlling risk and the extent to which these are operating effectively;
  • To review key risk management issues and challenges and/or any material changes to the risk profile of the Company and the Group;
  • To ensure infrastructure, resources and systems are in place for risk management i.e. ensure that the staff responsible for implementing risk management systems perform those duties independently of the Company’s and Group’s risk originating activities;
  • To review periodic reports from Internal auditors/consultant on risk exposure, risk portfolio composition and risk assessments;
  • To review and recommend new policies or changes to policies, and to consider their risk implications; and
  • To review and  where  relevant,  approve  any  other  matter  delegated  to  the  Committee by the Board.

4.0       Reporting Procedures

The Chairman of the RMC shall report to the Board on the matters it has reviewed, make recommendations when requested or when the chairman of the Committee considers appropriate.  The Company Secretary shall circulate  the  minutes  of  the  meetings  of  the  RMC  to  all  members of the RMC.

5.0      Authority

The Committee shall within its terms of reference:

  • have the resources required to perform its duties;
  • have full, free and unrestricted access to any information and records required to perform their duties;
  • have direct communication channels with employees, senior management staff and external parties;
  • have the authority to investigate any activity of the Company within its terms of reference;
  • have the authority to form management / sub-committee(s) if deemed necessary and fit;
  • have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit;
  • be able to obtain independent professional or other advice; and
  • be able to convene meetings with external parties, whenever deemed necessary.

6.0      Meetings & Minutes

  • The Committee shall preferably meet at least two (2) times in a financial year, or whenever deemed necessary;
  • In the event the elected Chairman is not able to attend a meeting, a member of the RMC shall be nominated as Chairman for the meeting. The nominated Chairman shall be an Independent Non-Executive Director;
  • The quorum of the meetings shall be at least two (2) members or 50% of the total members, whichever is higher;
  • A resolution in writing, signed or approved by letter, telegram, telex, telefax or electronic means by a majority of the RMC’s members present in Malaysia for the time being entitled to receive notice of a meeting of the RMC, shall be as valid and effectual as if it had been passed at a meeting of the RMC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the members of the RMC;
  • Any person other than the RMC members may attend any Committee meeting, as determined necessary by the Committee, or as invited by any Member;
  • A meeting of the RMC shall normally be conducted face-to-face to enable effective discussion. However, meetings may also be conducted by means of telephone conference, video conference or any other form of audio or audiovisual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person at such meeting;
  • Resolutions, proposals and matters tabled for approvals at any meeting of the Committee shall be decided by a simple majority of the members; and
  • The Chairman shall nominate any person as Secretary to the Committee and minutes of meetings shall be taken.