PRG Holdings Berhad Annual Report 2018

On 26 February 2019, the Board upon reviewed of the composition of the Board Committees, resolved to combine the Audit Committee and Risk Management Committee and renamed the Committee as “Audit and Risk Management Committee” in order to enhance the efficiency of the Board Committee in discharging its duties and responsibilities. The Board, through the Nomination Committee and facilitated by the Company Secretary, carried out annual assessment on the effectiveness of the Board, Board Committees and the individual Directors of the Company. Besides, the Nomination Committee has also assessed the independence of the Independent Directors against the established criteria and was satisfied that the Independent Directors continue to provide unbiased, objective and independent views and judgement in Board deliberations. The Nomination Committee also reviewed and determined the Directors retiring and subject to re-election at the AGM in accordance with the provisions of the Constitution of the Company. All retiring Directors, being eligible, have offered themselves for re-election at the AGM. The Terms of Reference of the Nomination Committee is available at the Company’s Website and the activities of the Nomination Committee are presented on Page 57 to 58 of this Annual Report. The Long Term Incentive Plan (“LTIP”) Committee was set up in 2015 in line with the Group’s long term incentive programme with the objective to retain and award high performance employees in the Group, governed by its By-Laws. The LTIP Committee will continue to review and assess the operating and business environment of the Group prior to implementing the long term incentive plan. III. Remuneration The Board has established the Directors’ Remuneration Policy and Procedures (“RPP”) in order to ensure fair remuneration package is set. The Board is mindful that fair remuneration is critical to attract, retain and motivate Directors and senior management. The remuneration package should take into account the complexity of the Company’s business and the individual’s responsibilities. The RPP is reviewed by the Remuneration Committee on an annual basis or when neccessary prior to making its recommendations to the Board for approval. The Terms of Reference of the Remuneration Committee is available at the Company’s Website and the activities of the Remuneration Committee and detailed disclosure on Directors’ remuneration are presented on Page 55 to 56 of this Annual Report. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee The Audit Committee of the Company comprises three (3) members, all of whom are Independent Non-Executive Directors. The Chairman of the Audit Committee, Mr. Lim Chee Hoong is a member of the Malaysian Institute of Accountants. The Audit Committee has adopted the policy that requires the observation of at least two (2) years cooling-off period for a former key audit partner to be appointed as a member of the Audit Committee and this has been incorporated in the Terms of Reference of the Audit Committee. The Board acknowledged that the Audit Committee should be financially literate and are able to understand matters under the purview of the Audit Committee including the financial reporting process besides possess a wide range of necessary skills to discharge its duties. The Board ensures that all members of the Audit Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. The Terms of Reference of the Audit Committee is available at the Company’s Website and the activities of the Audit Committee are presented on Page 52 to 54 of this Annual Report. 2018 A N N U A L R E P O R T 44 corporate governance overview statement (continued)