The Board shall elect the Risk Management Committee (“RMC”) members amongst themselves, comprising mostly Independent Directors and at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board. The RMC Chairman shall be appointed by the Board. The Chairman of the Board shall not be the RMC Chairman. In the absence of the Chairman, the members present shall elect a Chairman for the meeting amongst themselves. The Committee members may relinquish their membership in the RMC with prior written notice to the Board. In the event of any vacancies arising in the RMC resulting in the number of Committee members falling below three (3), the vacancy shall be filled as soon as possible. Only the Committee members have the right to attend the meeting. However, other individuals such as the Chief Executive Officer, Chief Financial Officer and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
The primary objective of the RMC is summarised as follows:
The Committee members shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by the Chairman of the RMC. The presence of two (2) members constitutes a quorum for a meeting of the Committee.
Attendance at a meeting may be in person or by ways of participation via video conference or teleconference or other means as may be agreed by the members.
A circular resolution in writing, signed by all the Committee members, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held.
Any such resolution may consist of several documents in like form, each signed by one or more Committee members.
The Company Secretary or his/her representative or other appropriate senior officer shall act as the secretary of the Committee and shall be responsible, together with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to Committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also attend each Committee meeting and be responsible for keeping the minutes of the meetings as well as circulating them to the Committee members including the members of the Board of Directors.
The Company Secretary shall issue and circulate the notice of the RMC meetings confirming the venue, time and date at least seven (7) days before the meeting to the RMC members.
The agenda for the meeting includes the relevant documents and information requested by the RMC. They shall be circulated amongst the RMC members at least five (5) days before the meeting.
The Committee shall, whenever necessary and reasonable for the Company to perform its duties, in accordance with procedures to be determined by the Board of Directors and at the cost of the Company:-
5. ANNUAL GENERAL MEETING
The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder question on the Committee’s activities.
The main responsibilities and duties of the RMC shall include, but are not limited to the following:-
7. REPORTING RESPONSIBILITIES
The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters with its duties and responsibilities.
The Committee shall make whatever recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed.
The minutes of the meetings from the Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by the Management or others to inspect the minutes shall be subjected to the approval of the Committee.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the expense of the Company as and when it considers necessary in the discharge of its responsibilities.
10. REVISION OF THE TERMS OF REFERENCE
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval.
Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.