IHH Healthcare Berhad | Annual Report 2024 74 Corporate Governance Overview Statement Governance for effective boardroom and external interactions. The Chairman promotes and oversees the highest standards of corporate governance practices within the Board and Company. The Chairman also sets the Board agenda, 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 day-to-day management of the Company and operates 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 structure allows Board members to allocate their time more efficiently, while the Board Committees are empowered to delve into particular issues. The Chairman of each Board Committee reports to the Board on key 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) Apart from the aforementioned Board Committees, the Board also establishes ad-hoc Board Committees as needed. These ad-hoc Board Committees include the Steering Committee (SC) and the Investment Committee (IC). The SC assisted the Board in reviewing the Group’s long-term and short-term strategies, evaluating major transactions and material borrowings, assessing investment projects, overseeing financial management (such as operating budgets, capital expenditures, cashflow, dividend payout, etc.), developing broad procurement strategy and overseeing procurement and tender processes for any Group entities. The SC was dissolved in November 2024. The IC was established in February 2025 to provide oversight and advisory to Management and/or the relevant Board Committees. It also provides recommendations to the Board for any material mergers, acquisitions, investment and divestment decisions. The Board Chairman does not serve as a chairman or member of the AC, RMC and NRC. Board committee meetings are conducted separately from the board meetings to enable objective and independent discussions 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 Group’s accounting, auditing and financial reporting as well as monitoring the effectiveness of the internal control systems. To achieve these objectives, the AC oversees the reports from both 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 Group’s Whistleblowing Policy. Besides these, the AC also reviews and reports to the Board on any COI situations that have arisen, persist or may arise, along with the measures taken to resolve, eliminate or mitigate such conflicts. The composition of the AC, the summary of meetings attended by its members, and the activities carried out by the AC, are set out separately in the AC Report as laid out on pages 94 to 96 of this Annual Report. Risk Management Committee The RMC assists the Board in overseeing the establishment and implementation of the risk management framework for the Group by Management so that the Group has a sound, effective and robust risk management and internal control framework in place. The RMC also supports 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 has been entrusted to assist the Board in driving the Group’s sustainability and climaterelated initiatives and provide oversight on material sustainability matters that impact the Group’s business strategies, operations and decision-making process. The composition of the RMC, the summary of meetings attended by its members, and the activities carried out by the RMC, are set out separately in the RMC Report as laid out on pages 97 to 98 of this Annual Report. Nomination and Remuneration Committee In relation to the nomination responsibilities, the NRC plays a pivotal role in the oversight of the nomination and selection process for Board members (including fit and proper assessments) and Senior Management, assesses and monitors the composition and effectiveness of the Board and Board Committees 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 tasked with recommending and reviewing remuneration policies, the remuneration framework and performance measures for Directors and Senior Management. This ensures that the remuneration practices are aligned with the strategic objectives of the Group. The composition of the NRC, the summary of meetings attended by its members, and the activities carried out by the NRC, are set out separately in the NRC Report as laid out on pages 89 to 93 of this Annual Report.
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