Yinson Annual Report 2019

Corporate Governance Overview Statement The delegation of responsibilities of respective Board Committees is defined as below: • ➢The Audit Committee assists the Board in overseeing the integrity of financial reporting, internal control and risk management processes, reviewing and monitoring internal audit functions and external auditors. • ➢The Board Risk Management Committee assists the Board in identifying principal risks and ensuring implementation of an effective risk management system and reviewing the adequacy and integrity of the Company’s internal control and management information system. • ➢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 complement the Board. The remuneration package of Directors and Senior Management are also reviewed by the 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, the key activities performed by the Board and Board Committees are set out below: KEY ACTIVITIES OF THE BOARD • Approved Budget and strategic business plans • Reviewed, approved and received updates on business projects • Approved various Charters, Terms of Reference, Policies and Procedures • Approved Annual Report contents and CG Report • Approved declaration of interim dividend • Approved Sustainability Policy and Strategies • Approved Board Evaluation and recommended re-election of Directors at Annual General Meeting • Approved quarterly financial results • Approved Audited Financial Statements for the financial year ended 31 January 2018 • Approved Enterprise Risk Management Plan and Risk Register • Approved Internal Audit Plan and Internal Audit Reports • Approved Key Risk Indicators and Action Plans embedment of the Top five (5) risk of the Group • Approved Crisis Management Plan of the Group • Reviewed solvency position of the Company for dividend and share buy-back • Reviewed shares purchased pursuant to renewal of share buy-back authority • Established good CG practices KEY ACTIVITIES OF THE BOARD COMMITTEES AUDIT COMMITTEE BOARD RISK MANAGEMENT COMMITTEE • Reviewed Internal Audit Plan and Internal Audit Reports • Reviewed quarterly financial results • Reviewed Audit Planning Memorandum for external audit and External Auditors’ Report • Reviewed Audit Fees • Reviewed and approved Internal Audit Budget • Reviewed Audited Financial Statements • Reviewed Recurrent Related Party Transactions register • Conducted private sessions with external auditors and internal auditors • Evaluated performance of external auditors • Reviewed performance of Internal Audit Function • Verified criteria for allocation of options to eligible employees for the financial year ended 31 January 2019 under the Employees’ Share Scheme • Reviewed Terms of Reference of the Board Risk Management Committee • Reviewed status of the Risk Action Plan for Top five (5) risks of the Group • Reviewed Key Risk Indicators and Action Plans embedment of the Top five (5) risks of the Group • Reviewed Corporate Risk Profile of the Group • Reviewed Crisis Management Plan of the Group Yinson Holdings Berhad ANNUAL REPORT 2019 80