122 YINSON HOLDINGS BERHAD GOVERNANCE • Assess integrity of Group financial and regulatory reporting and disclosures. • Oversee effectiveness of Group financial controls. • Review activities and performance of Internal Audit (“IA”) Department and External Auditors. Audit Committee (“AC”) • Review and monitor effectiveness of Group risk management and internal controls. • Review effectiveness of systems and controls for prevention of bribery and fraud. • Review and recommend sustainability strategies and initiatives to align with global best practices and ESG considerations. Board Risk & Sustainability Committee (“BRSC”) • Review Board and its committees’ composition. • Recommend and lead appointment process for Board and Senior Management. • Review and recommend succession planning for Board and Senior Management appointments towards ensuring an orderly and diverse succession pipeline. • Oversee annual Board Performance Review. • Review and recommend Group remuneration strategy and policy. • Review remuneration of Executive Directors and Senior Management, including alignment with performance such as long-term incentive schemes. Nominating & Remuneration Committee (“NRC”) • Oversee Group performance in alignment with the Board-established strategy, objectives, and targets. • Identify and manage principal business risks, implement internal controls and mitigation measures. • Cultivate a culture that prioritises sustainability, open discussion, and the integration of ESG management into company processes and goals. Management & Sustainability Committee • Oversee business strategies and operations, to ensure implementation and alignment within the Board-approved framework. • Serve as a forum for strategic and policy deliberations. Advisory Boards Board Committees The Board is supported by its Committees – the AC, BRSC and NRC – each with its own Terms of Reference (“TOR”) outlining responsibility and decision-making powers. These Committees report to the Board on deliberated matters, decisions, and recommendations for Board approval when necessary. Minutes from Committee meetings are presented at Board sessions, with Committee chairs providing updates on respective activities. This structure enables the Board to focus a significant proportion of time on the Group’s strategy. Management Committees The Company’s governance framework is further strengthened by Management-level Committees, ensuring effective oversight, decision-making, and accountability. These committees are structured into two key groups: • Management & Sustainability Committee (“MSC”) Responsible for implementing the Group’s strategic priorities, while embedding ESG considerations into business strategies, facilitating discussions among Senior Management to address business needs and pertinent issues. The MSC ensures that sustainability-related risks and opportunities are effectively managed. The MSC, chaired by the Group CEO, convenes monthly and consists of Senior Management members. Minutes are presented at the relevant Board Committee meetings, for their notation. • Advisory Boards for businesses Each business has an Advisory Board providing specialised guidance, industry insights, and strategic recommendations. Advisory Boards enhance risk management and governance practices, which emphasises the importance of a well-structured governance framework beyond the Board-level. Advisory Boards are chaired by the Group CEO and participated by key management from respective businesses. Each Advisory Board convenes every quarter to ensure alignment with shareholder mandates and Board decisions and policies. Yinson’s governance structure reflects the Company’s commitment to upholding good corporate governance, transparency, and accountability, as advocated by the MCCG 2021 and Bursa Malaysia’s Corporate Governance Guidelines. By integrating structured oversight at both Board and Management-levels, the Company ensures sound decision-making processes that drive sustainable long-term value creation. TORs for the Board, its Committees and Management Committees, are available on our corporate website.
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