Board Committees
Supporting the Board in carrying out its responsibilities, the three (3) Board Committees play an important role of effectively helping in the periodic monitoring, deliberating and safeguarding of shareholders interest.

These Board Committees’ contributions provide added assurance and accountability to shareholders.

The Board Committees, comprising of members from the Board itself, are empowered to deliberate and examine issues delegated to them and provide feedbacks to the Board with their recommendations and comments.

The Board Committees are as follows:-

A) Audit Committee
The Audit Committee operates under a clearly defined terms of reference stating its roles and responsibilities in ensuring the quality and integrity of the practices of the Group.

The Audit Committee comprises of three (3) Board members, all of whom, including the Chairman, are independent non-executive directors. The selection of members of the Audit Committee is designed to ensure a balance in the members’ roles and responsibilities within the Committee.

The principal objective of the Committee is to assist the Board in ensuring the Group’s process of assessing internal controls, corporate governance and other compliance requirements of the Group have been, and are in full effect.

In accordance with the best practices of corporate governance, the Audit Committee presents its report on pages 26 to 29 of the Annual Report.

B) Nomination Committee
The primary responsibility of the Nomination Committee is to ensure proper Board succession for the Group by considering and recommending eligible candidates for directorship in the Board.

The Nomination Committee comprises of three (3) Board members, two (2) of whom, including the Chairman, are independent non-executive directors and the other is an executive director.

The Committee’s duties and other responsibilities include:-

1. Making appropriate recommendations to the Board on matters of renewal, extension, retirement, appointment and re-appointment of director.
2. Assessing and recommending suitable candidate for directorship and ensuring an appropriate plan for Board succession for the Group.
3. Reviewing annually the mix of skills and experience and the effectiveness of the Board as a whole, the committees of the Board and contributions of each individual director to the decision making process of the Board.

During the year under review, the Nomination Committee held one meeting to review the effectiveness of the Board and to recommend the reappointment of directors.

C) Remuneration Committee
The Remuneration Committee operates in its established structure and policy given by the Board which includes the following responsibilities and duties:-

1. To review and recommend to the Board the policy and framework for the directors’ remuneration and benefits including those for executive directors and key senior management personnel, ensuring that the level of remuneration and benefits are sufficiently competitive to attract, motivate and retain a team of executive directors and key management executives to manage the Group successfully and profitably.
2. Reviewing and recommending to the Board the contributions and performance of executive directors and key management executives on an annual basis to determine the level of rewards, both monetary and non-monetary, to be rewarded to them based on the Group’s financial performance.
3. To evaluate and recommend to the Board, any other policies and matters related to payments to directors and key management executives as may be referred to it by the Board from time to time.

The Committee consists of three (3) directors of which two (2) are independent directors. The Chairman is an independent non-executive director.

During the year under review, the Remuneration Committee met a total of four (4) times. The Remuneration Committee undertook a review of the duties and responsibilities of the Executive Directors, their remuneration and benefits with the assistance of an independent and experienced human resource consultant and subsequently made recommendations for the consideration and approval of the Board.