Terms of Reference
Overview
Terms Of Reference For Audit And Risk Management Committee
The primary function of the Audit and Risk Management Committee (the “Committee”), formed by the Board, is to assist the Board of Directors in fulfilling its fiduciary duties as well as the following oversight objectives on the activities of the Group [comprising Innity Corporation Berhad and its subsidiaries]:
The Board shall elect the Committee members from amongst themselves, comprising no fewer than three (3) Directors (none of whom shall be Executive or Alternate Director) and the majority shall be Independent Non-Executive Directors. In this respect, the Board adopts the definition of “independent directors” under the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). All the members shall be financially literate and at least one (1) member of the Committee shall be:
The Chairman of the Committee shall be an Independent Non-Executive Director and is not the Chairman of the Board.
In the event of any vacancy in the Committee resulting in the non-compliance of Rules 15.09(1) and 15.10 of the ACE Market Listing Requirements of Bursa Securities, vacancy must be filled within 3 months.
It is required for a former key audit partner to observe a cooling-off period of at least two years before being appointed as a member of the Committee.
The term of office and performance of the Committee and each of its members shall be reviewed by the Nomination Committee annually to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.
Meetings shall be conducted at least four (4) times annually, or more frequently as circumstances dictate. The Chairman may call for a meeting of the Committee if a request is made by any Committee member, the Group Managing Director or the internal or external auditors.
In order to form a quorum for the meeting, the majority of the members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.
The Company Secretary, his/ her representative or other appropriate senior officer shall act as secretary of the Committee (the “Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least seven (7) days prior to each meeting to the members of the Committee.
The Committee may, as and when deemed necessary, invite other Board members and Senior Management members to attend the meetings.
The Committee shall meet with the external auditors and internal auditors without the presence of any executive Board members, Management or employees, whenever deemed necessary. In addition, Management, the internal auditor and external auditors may request for a private session with the Committee to discuss any matter of concern.
The Committee shall regulate the manner of proceedings of its meetings, having regard to normal conventions on such matter. A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.
The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is also authorised to seek any information it requires from any employee and employees are directed to co-operate with any request made by the Committee. The Committee can obtain, at the expense of the Company, outside legal or other independent professional advice it considers necessary in the discharge of its responsibilities.
The Committee shall have full and unlimited access to any information pertaining to the Group. The Committee shall have direct communication channels with the internal and external auditors and with Senior Management of the Group and shall be able to convene meetings with the external auditors, the internal auditors or both excluding the attendance of other directors and employees of the Group, whenever deemed necessary. The Committee shall have the resources that are required to perform its duties.
Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the ACE Market Listing Requirements of Bursa Securities, the Committee shall promptly report such matter to Bursa Securities.
In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:
The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.
All the minutes of meetings of the Committee shall be kept at the Registered Office and copies thereof shall be circulated to all members of the Board. Any request by Management/ other person(s) to inspect the minutes shall be subject to the approval of the Committee.
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval.
Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.
Terms Of Reference For Remuneration Committee
The Remuneration Committee (the “Committee”) of Innity Corporation Berhad (the “Company”) was formed by the Board of Directors of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to recommend to the Board the remuneration package of Directors and Key Senior Management of the Company and its subsidiaries (the “Group”) to attract, retain and motivate Directors and Key Senior Management.
The Secretary, his/her representative or other appropriate Senior Officer shall act as secretary of the Committee (the “Secretary”).
The Group Managing Director may be invited to attend meetings to discuss the performance of Executive Directors and make proposals as necessary. Executive Directors should play no part in decisions on their own remuneration.
The Committee may appoint external consultants, if deemed expedient, to aid the Committee in the discharge of its duties.
Meetings shall be held at least once a year. More meetings may be convened when the need arises. The quorum for a meeting of the Committee shall be at least two (2) members, present in person.
The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting. A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.
The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers necessary at the expense of the Company.
The duties of the Committee shall include the following:-
The level of remuneration should be aligned with the business strategy and long-term objectives of the Company, complexity of the Company’s activities, and reflects the experience and level of responsibilities undertaken by the Executive Directors, Non-Executive Directors and Key Senior Management.
The determination of remuneration packages of Executive Directors, Non-Executive Directors and Key Senior Management should be a matter for the Board as a whole where the individuals concerned shall abstain from discussion of their own remuneration.
All minutes of meetings of the Committee shall be kept at the Registered Office and copies thereof shall be circulated to all members of the Board. Any request by Management/ other person(s) to inspect the minutes shall be subject to the approval of the Committee.
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval.
Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.
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