Yinson Annual Report 2018

• The Nominating and Remuneration Committee assists the Board in building an effective Board by selecting, nominating and evaluating performance of the Board, Board Committees and individual Directors. The Nominating and Remuneration Committee reviews the appropriate balance and diverse mix of skills, knowledge, experience, background and gender to ensure the individual Directors complements the Board. The remuneration package of Directors and Senior Management are also reviewed by the aforesaid committee. • The Employees’ Share Scheme Committee assists the Board in implementing and administering the Employees’ Share Scheme on the allocation, granting and maintenance of the Employees’ Share Scheme to the Executive Directors, Senior Management and employees of the Group. During the financial year under review, key activities of the Board and Board Committees performed include: Key activities of the Board • Approve Budget and strategic business plans • Review, approve and receive updates on business projects • Approve various Charters, Terms of Reference, Policies and Procedures • Approve statements contained in Annual Report • Approve declaration of interim dividend • Approve Sustainability policy and strategies • Approve Board Evaluation and recommend re- election of Directors at AGM • Approve Quarterly Results • Approve Audited Financial Statements for the financial year ended 31 January 2017 • Approve Enterprise Risk Management plan and Risk Register • Approve Internal Audit Plan • Review the solvency position of the Company for dividend and share buy-back • Recommend Proposal to seek Shareholders’ approval on Share Buy-back authority • Establish good Corporate Governance practices Key activities of the Board Committees Audit and Risk Management Committee Nominating and Remuneration Committee Employees’ Share Scheme Committee • Review Internal Audit Plan and approve Internal Audit Reports • Review quarterly financial results • Approve Audit Planning Memorandum for financial external audit • Review Audit Fees • Review Audited Financial Statements • Conduct private sessions with external auditors and internal auditors and assess their performance • Review Recurrent Related Party Transactions register • Review Enterprise Risk Management plans • Review status of the Risk Action Plan for Top five (5) risks of the Company • Review annual performance of Individual Directors, Board and Board Committees • Review re-election of Directors • Review policies relating to Nominating and Remuneration matters such as, Remuneration Policy, Diversity Policy, Succession Planning Policy and Procedure etc. • Review Directors’ fees and benefits • Review Senior Management remuneration package • Review and approve offer of Options • Recommend the extension of Employees Share Scheme’s tenure for Board approval Corporate Overview Stewardship Governance Accountability 65 Yinson Holdings Berhad Annual Report 2018