BOARD COMMITTEES The Board has established various Board Committees with each Committee guided by its respective TOR. Minutes of Committee meetings are tabled at the Board level to keep Board members appraised of matters being discussed at the Committee level. The Chairman of each Board Committee reports to the Board during full Board meetings. BOARD COMMITTEE COMPOSITION ROLES AND RESPONSIBILITIES Audit Committee • Mazhairul Bin Jamaludin (Chairman) • Dato’ Hon Choon Kim • Dato’ Hajah Kalsom Binti Khalid • Chua See Hua • Loo See Mun • Reviews issues of accounting policy and presentation for external financial reporting. • Monitors the Group’s internal audit function. • Ensures an objective and professional relationship is maintained always with external auditors. Nomination Committee • Dato’ Hajah Kalsom Binti Khalid (Chairperson) • Dato’ Hon Choon Kim • Chua See Hua • Loo See Mun • Proposing new nominees to the Board and Board Committees. • Assessing on an annual basis, the contribution of each individual director and the overall effectiveness of the Board. • Fit and proper assessment on each new appointment and retiring director. Remuneration Committee • Dato’ Hon Choon Kim (Chairman) • Dato’ Hajah Kalsom Binti Khalid • Mazhairul Bin Jamaludin • Evaluates, deliberates and recommends to the Board a remuneration policy for key management who are executive directors that is fairly guided by market norms and industrial practice. • Recommends the key executive directors’ and senior management’s remuneration and benefits based on their individual performances and that of the Group. • Reviews the annual remuneration packages, reward structure and fringe benefits applicable to the GEDC, GMD and senior management. • Reviews the overall performance of the Company and the specific KPIs of the GEDC and GMD. Risk Management Committee • Chua See Hua (Chairperson) • Ho Kong Soon • Dato’ Logendran A/L K Narayanasamy • Dato’ Hajah Kalsom Binti Khalid • Mazhairul Bin Jamaludin • Loo See Mun • Advise the Board on the Company’s overall risk appetite, tolerance and strategy. • Review the Company’s capability to identify and manage new risks. • Review reports on any material breaches of risk limits and the adequacy of proposed action and all reports on the Company from the risk officer. • Review the effectiveness of the Company’s internal financial control, internal control and risk management systems. • Review and monitor management’s responsiveness to the findings and recommendations of the risk officer. Sustainability Committee • Dato’ Haji Mohamad Haslah Bin Mohamad Amin (Chairman) • Dato’ Seri Lee Tian Hock • Ho Kong Soon • Dato’ Logendran A/L K Narayanasamy • Mazhairul Bin Jamaludin • Overseeing the implementation of sustainability related policies, measures and actions in achieving the Company’s sustainability milestones and goals. CORPORATE GOVERNANCE OVERVIEW STATEMENT INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 107
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