GOVERNANCE 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 with specific responsibilities and entrusted 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 • Recommending suitable candidates for Board appointment. • Annual assessment of the Board, the Board Committees performance and the contribution of each individual Director. • Recommending to the Board the remuneration of Executive Directors and Non-Executive Directors. • Identifying, evaluating, monitoring, and mitigating risks across the organisation. • Ensuring prudent risk management practices are in place. • Oversight on the Group’s financial reporting. • Review quarterly financial results, unaudited and audited financial statements. • Review Related Party Transaction and Conflict of Interest and potential conflict of interest, internal audit as well as external audit. • Review internal control systems. • Administer the implementation of the ESOS in accordance with objectives and rules stated in the By-laws. The Board Committees operate within clearly defined roles and responsibilities to assist the Board in overseeing the Company’s affairs and addressing matters within their respective functions, as set out according to their Terms of Reference, which are made available on the Company’s website. Each Board Committee is empowered to deliberate on specific matters, and the Chairman of each Board Committee reports to the Board on the key deliberations and outcomes of their meetings for the Board’s consideration. Notwithstanding the delegation of authority, the Board retains ultimate responsibility for all decisions. The inclusion of Independent Non-Executive Directors on these Board Committees ensures the provision of independent judgement, impartiality, and enhanced oversight, thereby strengthening the integrity of Board’s deliberations and decision-making processes. CORPORATE GOVERNANCE OVERVIEW (cont’d) 159
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