Corporate Governance Overview Statement Governance leads board meetings and discussions, encourages active participation and allows dissenting views to be freely expressed as well as ensures proper governance of the board proceedings. The GCEO focuses on the business and the day-to-day management of the Company, in line with the strategy and objectives approved by the Board. Board Committees Board Committees are set up to manage specific tasks for which the Board is responsible within clearly defined Terms of Reference (TOR). This ensures that the members of the Board can spend their time more efficiently while the Board Committees are entrusted with the authority to examine particular issues. The Chairman of each Board Committee reports to the Board on salient matters discussed at the respective Board Committee meetings. The Board has to date established the following Board Committees: • Audit Committee (AC) • Risk Management Committee (RMC) • Nomination and Remuneration Committee (NRC) • Steering Committee (SC) The Board Chairman is not a chairman or member of the AC, RMC and NRC of the Company. Board committee meetings are conducted separately from the board meetings to enable objective and independent discussion during the meetings. The TOR of the relevant Board Committees are available on the Company’s website at https://www.ihhhealthcare.com/ investors/corporate-governance. Audit Committee The AC’s primary role is to assist the Board in fulfilling its statutory and fiduciary responsibilities for oversight of the quality and integrity of the accounting, auditing and financial reporting of the Group and monitoring the effectiveness of the systems of internal control. To achieve these, the AC oversees the reports of external and internal auditors and safeguards the integrity of financial reporting, as well as ensures a sound system of internal controls to safeguard and enhance enterprise value. It also oversees the implementation of the Whistleblowing Policy for the Group. Besides these, the AC also reviews and reports to the Board, any COI situation that arose, persist or may arise together with the measures taken to resolve, eliminate or mitigate such conflicts. The composition and the summary of meetings attended by the AC members, as well as the activities carried out by the AC, are set out separately in the AC Report as laid out on pages 106 to 108 of this Annual Report. Risk Management Committee The RMC assists the Board in overseeing the establishment and implementation of the risk management framework of the Group by Management so that the Group has in place a sound, effective and robust risk management and internal control framework. The RMC also assists the Board in fulfilling its key risk oversight responsibilities in an integrated and strategic manner and provides oversight, direction and guidance to Management on the Group’s risk management matters. The RMC was also entrusted to assist the Board in driving the Group’s sustainability and climate-related agenda and providing oversight of material sustainability matters across the Group’s business strategies, operations and decision-making process. The composition and the summary of meetings attended by the RMC members, as well as the activities carried out by the RMC, are set out separately in the RMC Report as laid out on pages 109 to 110 of this Annual Report. Nomination and Remuneration Committee In relation to the nomination responsibilities, the NRC plays a key role in the oversight of the nomination and selection process of the Board members (including fit and proper assessments) and Senior Management, assesses and monitors the composition and effectiveness of the Board and undertakes development needs and succession planning initiatives for the Board and the Group as a whole. In relation to the remuneration responsibilities, the NRC is responsible for recommending and reviewing remuneration policies, the remuneration framework and performance measures of the individual Directors and Senior Management. The composition and the summary of meetings attended by the NRC members, as well as the activities carried out by the NRC, are set out separately in the NRC Report as laid out on pages 101 to 105 of this Annual Report. Steering Committee The SC functions to assist the Board in reviewing the Group’s long-term and short-term strategies, evaluating major transactions, material borrowings, any investment projects, financial management (such as operating budgets, capital expenditures, cashflow, dividend payout, etc.), broad procurement strategy and procurement and tender processes that any of the Group entities may undertake. The SC comprises the following members: Chairman: Tan Sri Mohammed Azlan bin Hashim Members: Tomo Nagahiro Lim Tsin-Lin Mehmet Ali Aydinlar Dr. Prem Kumar Nair (Appointed on 1 October 2023) Mok Jia Mei (Alternate Member of the Steering Committee to Lim Tsin-Lin) IHH Healthcare Berhad 86
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