viii. Secretary The Group Company Secretary shall be the Secretary for the GCRC. In the event that the Group Company Secretary is unable to attend, an assistant or deputy Secretary(s) may be appointed for that specific meeting. ix. Minutes of Meetings The Secretary (which expression shall include the assistant or deputy Secretary appointed under item viii) shall table the Minutes of each GCRC Meeting and shall circulate the same for each Member’s record. The GCRC Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat. The Chairman of the GCRC shall report on the outcome or decision of each meeting to the Board. x. Resolution in Writing A resolution in writing, signed or assented to by a majority of the members who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the committee duly convened. Any such resolution may consist of several documents, in similar form and each document shall be signed or assented to by one or more members including via electronic mail or any of electronic approval or electronic signature via software, electronic devices or other means of communication apparatus or devices. A copy of any such resolutions shall be forwarded or otherwise delivered to the Company Secretary and shall be recorded by the Company Secretary in the minutes book. xi. Responsibilities and Duties of the GCRC The GCRC undertakes oversight of the following: - A. Corporate Governance, Compliance, Regulatory, Tax and all relevant compliance matters of the Company (a) Evaluate and monitor the Company’s compliance with the relevant Acts, Laws, Requirements, Codes, Regulations and Policies governing the Company; (b) Review the assessment of the alignment to the relevant regulatory standards in the Company’s systems, controls and conduct of business; (c) Receive and consider reports of non-compliance by the Company from the external service providers i.e. the auditors, legal advisors, agents, consultants and external parties with any relevant Acts, Laws, Requirements, Codes, Regulations and Policies governing the Company; (d) Ensure the Company’s tax matters are managed in line with the relevant tax legislations and the Company’s overall approach to governance and transparency while ensuring stakeholders interest are protected; (e) Review new legal, regulatory, tax and compliance requirements and standards; (f) Ensure the Board is informed of upcoming changes in corporate governance, regulations or compliance requirements and the needful plans are put in place to ensure that the Company is ready for the needful changes; (g) Provide oversight of the Company’s relationships with its regulators; and (h) Assess and ensure that the Board and the Board Committees have adequate time, updated information and resources to fulfil their fiduciary duties towards the Company. Governance, Compliance and Risk Committee Integrated Annual Report 2023 118
RkJQdWJsaXNoZXIy NDgzMzc=