Excel Force MSC Berhad Annual Report 2015

E X C E L F O R C E M S C B E R H A D • A N N U A L R E P O R T 2 0 1 5 14 • Expansion of the Group’s activities into new business or geographic areas. • Decision to cease to operate all or any material part of the Group’s business or to cease to operate in any country that would result in the Group no longer having a presence in that country. • Any matters materially affecting the Group’s overall reputation, including its brand and values. (B) Structure and Capital • Changes relating to Group’s capital structure including: (a) reduction of share capital (b) new share issues (except pursuant to approved option scheme) (c) share buy-back (including the disposal/use of treasury shares) (d) establishment of employees’ share and/or performance option scheme(s) • Changes to the Group’s corporate structure or creation or liquidation of subsidiary/business unit/joint venture. • Any changes to EForce’s listing status or matters affecting EForce’s listing status. (C) Financial Reporting and Controls • Approval of the announcements of the interim and final results. • Approval of EForce’s audited financial statement and annual report. • Approval of any significant changes in accounting policies or practices. • Approval of significant treasury policies, including foreign currency exposure and use of financial derivatives. • Approval of dividend policy, declaration of interim dividend and recommendation of final dividend. (D) Contracts • Approval of investment proposal. • Approval of projects (not in the ordinary course of business), acquisitions, disposals, capital expenditure and other contractual commitments entered into by the Group. • Approval of expenditure and commitment that is anticipated to exceed or has exceeded its authorised amount by 10% or RM1 million (or its equivalent in other currencies), whichever is lower. • Approval of bank borrowings and pledging of any asset in excess of the thresholds, and corporate guarantees of any amount granted by EForce in favour of financial institutions or third parties. (E) Communication • Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting. • Approval of all circulars, prospectuses and listing particulars. • Approval of announcements before release to the public. (F) Board Membership and Other Appointments • Following recommendations from the Nomination Committee, changes to the structure, size and composition of the Board (including appointment, re-designation, resignation and removal). • Establishment of Board Committees and its terms of reference. • Continuation in office of directors at the end of their term of office, when they are due to be re- elected by shareholders at the Annual General Meeting (“AGM”) and otherwise as appropriate on recommendation of Nomination Committee. • Appointment or removal of EForce’s Company Secretary. • Appointment, reappointment or removal of EForce’s external auditors and determination of their remuneration, following the recommendation of the Audit Committee. (G) Remuneration • Approval of the remuneration policy for the Chairman, Group Executive Directors and Senior Management, following recommendations from the Remuneration Committee. • Approval of the Directors fee of the Non-Executive Directors, subject to shareholders’ approval. (H) Internal Controls and Governance • Review of the Group’s internal controls and risk management, including the effectiveness of the system of internal controls, and consider significant risk issues referred to it. • Review of the Group’s compliance with the Code on Corporate Governance. • Approve prosecution, defence and settlement of major litigation involving more than 10% of the Group’s latest audited net profit or otherwise material to the interests of the Group. • Review of the performance of the Board, its Committees and individual Directors. • Development of sustainability terms of reference for the Board. STATEMENT OF CORPORATE GOVERNANCE (cont’d)