Governance, Compliance and Risk Committee The Governance, Compliance and Risk Committee of the Company is established on 23 May 2023. 1. MEMBERS AND MEETING The members and details of attendance of Directors at the Governance, Compliance and Risk Committee (“GCRC”) Meetings of the Company for the financial year ended 31 December 2023 are as follows:- Name of Director Directorship Date of Appointment No. of Meetings Attended Lily Rozita Binti Mohamad Khairi (Chairman) Independent Non-Executive Director 23 May 2023 2/2 Tan Sri Professor Lin See Yan (Member) Non-Independent Non-Executive Director* 23 May 2023 2/2 Datin Wan Daneena Liza Binti Wan Abdul Rahman (Member) Independent Non-Executive Director 23 May 2023 2/2 * Redesignated as Non-Independent Non-Executive Director with effect from 23 May 2023. 2. ROLE OF THE GOVERNANCE, COMPLIANCE AND RISK COMMITTEE The GCRC assists the Board in fulfilling its corporate governance and oversight responsibilities in relation to the relevant Acts, Laws, Requirements, Codes, Regulations and Policies governing the Company and oversees the development and implementation of the Group’s sustainability-related framework, anti-bribery and corruption compliance, risk management framework and its related policies. The GCRC investigates any matters within its terms of reference and as authorised by the Board, including seeking any information from any parties and to obtain outside legal or other independent professional advice at the Company’s expense if the GCRC considers necessary. The GCRC reports and updates the Board on matters and findings by the GCRC and makes the necessary recommendations to the Board within its terms of reference or as authorised by the Board. 3. TERMS OF REFERENCE i. Composition The GCRC shall be chaired by an Independent Director and its members shall comprise exclusively of Non-Executive Directors, a majority of whom are independent. The Chairman of the Board does not serve on the GCRC to ensure check and balance as well as objective review by the Board. The Chairman of the Board shall not participate by way of invitation in the GCRC meetings. The GCRC comprises of three (3) sub-committees, namely: - (i) Sustainability Steering Committee; (ii) Integrity Committee; and (iii) Risk Management Committee. Integrated Annual Report 2023 116
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