05 CORPORATE GOVERNANCE DATASONIC GROUP BERHAD 76 OVERVIEW STATEMENT CORPORATE GOVERNANCE PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) Board Committees and Management (Cont'd) The Board has delegated specific responsibilities to the following Board Committees:- a) 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) 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. The Terms of Reference of the NRC was last reviewed on 23 June 2023. c) 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) 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 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. The Board reviewed and discussed reports submitted by the Executive Directors and/or the Management on the progress of the operations, business prospects, issues and challenges related to the projects, compliance management, forecast of financial results, financial performance and issues affecting the corporate image of the Group during the quarterly Board and Special Board meetings. The Board is also regularly kept informed by the Management on the Group’s local and overseas operations, the latest laws and regulations and current issues. In May 2024, the ESOSC reviewed and recommended the allocation of ESOS Options to the newly appointed Directors of the Company.
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