Governance & Policies
Terms of Reference for Executive Committee
Introduction
2.1 The members of EXCO need not be Directors and shall be appointed by and be under the control of the Board.
2.2 The EXCO shall consist of up to three (3) members of whom shall be nominated by Ekuiti Nasional Berhad (“Ekuinas”) and up to three (3) members of whom shall comprise the key management of the Company. The Chairman of the EXCO shall be appointed by the Board.
2.3 The EXCO may at its discretion invite other members of the management of the Company, external advisers and other related persons to attend meetings to provide their views, advice and input, as and when necessary.
3.1 The meetings of the EXCO may be convened at such place as may be determined by the EXCO Members, and such meetings shall be convened once a month or more, if it needs be. The Chairman of the EXCO shall chair the meetings of the EXCO, and in his absence, another member appointed by the EXCO shall chair the meeting. The meetings of the EXCO may be held by way of video-conference, tele-conference or other electronic means whereby each participant in the meeting can hear and communicate with each other. Such participation shall be deemed to be presence in person. The matters resolved during such meetings shall be subject to confirmation by the signatures of the participating EXCO Members on the minutes taken such meeting.
3.2 Not less than seven (7) days’ notice with agenda and all relevant information on the resolutions being proposed shall be distributed, by electronic mail, facsimile transmission or by mail, prior to any EXCO meeting(s) unless it is agreed otherwise and such notice shall be considered as a short notice and EXCO deemed consent to issuance of such short notice. Each such notice shall be given by electronic mail, facsimile transmission or by mail to each member of the EXCO at such address as that member may specify from time to time.
3.3 The EXCO will cause minutes of all meetings to be prepared and circulated to all members of the EXCO for comments within twenty one (21) days of the date of the meeting. The revised draft of the minutes shall be tabled for adoption at the next meeting and such adopted minutes shall be signed by the Chairman.
4.1 The EXCO shall procure that the management of the Company prepares a regular report (which report shall be in a format as prescribed by the EXCO) pertaining to the status of the financial and business affairs of the GROUP (“Report”). The Report shall also include a comparison of the financial status of the GROUP against the financial position reflected in the annual budget, and all material or substantial transactions which took place in every quarter of a calendar year (or such other prescribed period as the EXCO shall prescribe).
4.2 The EXCO shall procure that the management of the Company delivers a copy of the Report to the EXCO on a monthly basis. The EXCO may also, at any time, request for a report on any transaction and the Company shall provide such a report within a reasonable period after such request.
6.1 EXCO shall be delegated with such authorities as may be necessary in order to have effective oversight of the GROUP but subject to the following:
(i) The LOA;
(ii) The authorities are already delegated to the other committees of the Board, namely the Audit and Risk Management Committee and the Nomination and Remuneration Committee (“Committee(s)”);
(iii) Where the approval of the Board and/or shareholders and/or relevant Committee(s) is required, the EXCO can only agree to recommend and/or endorse, as the case may be, to the Board and/or relevant Committee(s) for their approval and not execute or implement any such matters where the Board, Committee and/or shareholders’ approval is required pursuant to any applicable law or regulations; and
(iv) Any matter that the EXCO shall have determined should be presented to the Board for approval.
6.2 The EXCO shall generally:
(i) Review the strategy of the GROUP and make recommendations to the Board, and monitor the implementation of the GROUP’s strategy;
(ii) Review the business plan and budgets and monitor progress and performance of the business plan and budgets, including performance against agreed key performance indicators in all aspects of the GROUP’s operations;
(iii) Ensure that the GROUP maintains a sound framework of reporting on internal control and regulatory compliance;
(iv) Review and recommend to the Nomination and Remuneration Committee and/or Board the framework or broad policy for the remuneration package, employee benefits and annual incentive scheme of the Company’s employees; and
(v) Take any other action or assume any other powers and responsibilities that may from time to time be assigned or delegated to the EXCO by the Board.
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