PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) To facilitate the efficient and effective discharge of the Board’s functions and responsibilities, the Board has established several Board Committees. These Board Committees are delegated specific powers by the Board, as outlined below: BOARD OF DIRECTORS Nomination Committee Remuneration Committee Risk Management Committee Audit Committee Employees’ Share Option Scheme (“ESOS”) Committee RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES z Recommending suitable candidates for Board appointment. z Annual assessment of the Board, the Board Committees performance and the contribution of each individual Director. z Recommending to the Board the remuneration of Executive Directors and Non-Executive Directors. z Identifying, evaluating, monitoring, and mitigating risks across the organisation. z Ensuring prudent risk management practices are in place. z Oversight on the Group’s financial reporting. z Review quarterly financial results, unaudited and audited financial statements. z Review Related Party Transaction and Conflict of Interest and potential conflict of interest, internal audit as well as external audit. z Review internal control systems. z Administer the implementation of the ESOS in accordance with objectives and rules stated in the Bylaws. The Board Committees function within clearly defined roles and responsibilities to assist the Board in overseeing the Company’s affairs and addressing issues within their respective functions and Terms of Reference, which are available on the Company’s website. The Board Committees have the authority to deal with specific issues, and the Chairman of each Board Committee reports directly to the Board on the outcomes of their meetings to the Board for consideration. However, it is important to note that the ultimate responsibility for decision making rests with the Board. The presence of Independent Non-Executive Directors in these Committees provide independent advice, bringing impartiality, and contributing to the scrutiny and integrity of Board’s deliberations and decision-making processes. CORPORATE GOVERNANCE OVERVIEW (cont’d) ANNUAL REPORT 2023 127 control systems GOVERNANCE
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