10.1 |
The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference to assist the Board in the execution of its duties and responsibilities. |
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10.2 |
The respective Committees report to the Board on matters discussed and deliberated and/or makes recommendations to the Board for final decisions, except to the extent where certain matters are delegated by the Board to the Committees. |
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10.3 |
The Chairman of the respective Committees report to the Board and the minutes of Committee meetings are tabled to the Board for notation. |
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10.4 |
Board Committee meetings are scheduled in advance at the end of the prior calendar year to enable the Board Committee members to plan their schedules accordingly. |
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10.5 |
The Board Committees comprise the following:- |
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(1) |
Audit Committee (“AC”) |
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The AC assists the Board in the effective discharge of its fiduciary responsibilities for corporate governance, timely and accurate financial reporting and development of sound internal controls. |
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(2) |
Executive Committee (“EXCO”) |
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The EXCO assists the Board in the implementation of significant operational matters for the Company and its subsidiaries, approving award of contracts, project budgets and undertaking of projects, as well as reviewing proposals on acquisition or disposal of assets.
The role of Non-Executive Directors in the EXCO is to provide check and balance to Management decision making process. |
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(3) |
Finance and Investment Committee (“FIC”) |
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The FIC assists the Board in the effective discharge of its fiduciary responsibilities in relation to S P Setia Group’s financial investments and funding requirements. |
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(4) |
Nomination and Remuneration Committee (“NRC”) |
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The NRC assists the Board in proposing new nominees for the Board and Board Committees, developing and establishing competitive remuneration policies and packages, assessing the Directors on an ongoing basis, as well as to administer
S P Setia Group Employees’ Long Term Incentive Plan (“LTIP”) in such manner as it shall in its discretion deem fit within such powers and duties as are conferred upon it by the Board as defined in the By-Laws of the LTIP. |
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(5) |
Risk Management Committee (“RMC”) |
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The RMC assists the Board in overseeing the risk management process within S P Setia Group, leading the Group’s strategic direction in the management of the Group’s business risks, establishing and implementing a risk management framework and reviewing the effectiveness of the risk management framework. |