Annual Report 2022 49 ABOUT US LEADERSHIP PERSPECTIVE SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS Other Information Corporate Governance Overview Statement Board Committees and Management To assist the Board to discharge its functions, the Board delegates certain authorities to the Board Committees, the Executive Committee and the Managing Director. The Board has delegated specific responsibilities to the following Board Committees:- a) Audit Committee (“AC”) The AC serves to implement and support the oversight function of the Board on audit matters. It provides a means for review of the Company’s and Group’s processes for producing financial data, its internal controls, corporate code of conduct, the independence of the Company’s external auditors, and maintain an open line of communication and consultation between the Board, the internal and external auditors and the Management. The AC Report that provides insights into the manner in which the AC discharged its functions, roles and responsibilities for the Company during the financial year is contained in this Annual Report. b) Nomination and Remuneration Committee (“NRC”) The NRC is to assist the Board in its responsibilities in evaluating new nominees to the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and other key management personnel as determined by the Company and in assessing the remuneration packages of the Directors and key management personnel of the Group to ensure that compensation is competitive, reflective of market conditions and consistent with the Company’s performance and practices. The NRC shall also assess the Directors of the Company on an ongoing basis, the effectiveness of each individual Director and the Board as a whole and various Board Committees. c) Risk Management Committee (“RMC”) The objective of the RMC is to assist the Board in overseeing risk management framework, policies and procedures in order to manage the overall key risk exposures of the Group. d) Employees’ Share Option Scheme Committee (“ESOSC”) The primary objective of the ESOSC is to assist the Board in the implementation and administering of the ESOS in accordance with the provisions of the ESOS By-Laws. The Terms of Reference of the above Board Committees set out among others the objectives, composition, rights and authority, duties and responsibilities of these committees, which are available for reference on the Company’s website at www.datasonic.com.my. The details of the AC, NRC, RMC and ESOSC members are set out in the Corporate Information section of this Annual Report. The Executive Committee, comprising the Managing Director, the Deputy Managing Director and the Executive Director, is responsible for the day-to-day management of the business and operations of the Group. The Executive Committee, together with the Group Management Committee and the Group Tender and Procurement Committee, collectively involved in executing the business and operations of the Group and implementing the Board’s policies, proposals and recommendations for the strategic directions and growth of the Group. The Board reviewed and discussed reports submitted by the Managing Director and/or the Management on the progress of the operations, business prospects, issues and challenges related to the projects, compliance management, financial performance and issues affecting the corporate image of the Group during the quarterly Board and Special Board meetings. During the year, the Board reviewed and assessed various local investment proposals as part of the Group’s strategic plan for its continued expansion into local markets. The Board is also regularly kept informed by the Executive Directors and the Management on the Group’s local and overseas operations, the latest laws and regulations and current issues. PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES (Cont’d)
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