Datasonic Group Berhad Annual Report 2021

DATASONIC GROUP BERHAD 52 I. BOARD RESPONSIBILITIES (Cont’d) The Board’s roles (Cont’d) Board Charter The Company’s Board Charter provides guidance and clarity regarding the roles and responsibilities of the Board and the Board Committees, the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices. The Board Charter is available for reference on the Company’s website at www.datasonic.com.my . Board Committees and Management To assist the Board to discharge its functions, the Board delegates certain authorities to the Board Committees, Executive Committee and Managing Director. The Board has delegated specific responsibilities to the following Board Committees:- a) Audit Committee (“AC”) The AC serves to implement and support the oversight function of the Board on audit matters. It provides a means for review of the Company’s and Group’s processes for producing financial data, its internal controls, corporate code of conduct, the independence of the Company’s External Auditors, and maintain an open line of communication and consultation between the Board, the Internal Auditors, the External Auditors and the Management. The AC Report which provides insights into the manner in which the AC discharged its functions, roles and responsibilities for the Company during the financial year is contained in this Annual Report. b) Nomination and Remuneration Committee (“NRC”) The NRC is to assist the Board in its responsibilities in evaluating new nominees to the Board, Chief Executive, Chief Financial, Chief Operating and other key management personnel as determined by the Company and in assessing the remuneration packages of the Directors and key management personnel of the Group to ensure that compensation is competitive, reflective of market conditions and consistent with the Company’s performance and practices. The NRC shall also assess the Directors of the Company on an ongoing basis, the effectiveness of each individual Director and the Board as a whole and various Board Committees. c) Risk Management Committee (“RMC”) The objective of the RMC is to assist the Board in overseeing risk management framework, policies and procedures in order to manage the overall key risk exposures of the Group. d) Employees’ Share Option Scheme Committee (“ESOSC”) The primary objective of the ESOSC is to assist the Board in implementation and administering of the ESOS in accordance with the provisions of the ESOS By-Laws. The Terms of Reference of the above Board Committees set out among others the objectives, composition, rights and authority, duties and responsibilities of these committees, which are available for reference on the Company’s website at www.datasonic.com.my . The details of the AC, NRC, RMC and ESOSC members are set out in the Corporate Information section of this Annual Report. PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS