CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Committees’ roles & responsibilities AC • O versee integrity of financial reporting, and internal control and risk management processes. • R eview and monitor internal audit functions (“IA function”) and external auditors. BRSC • I dentify key risks factors and ensure implementation of an effective risk management system. • R eview adequacy and integrity of internal control and management information system. • R eview and recommend strategies and initiatives relating to the Corporate Sustainability function to ensure Group-wide alignment with relevant global corporate best practices, as well as environmental, social and governance (“ESG”) ratings. NRC • B uild an effective Board through selection, nomination and evaluation of the Board, Board Committees and individual Directors’ performance. • E nsure strong and balanced Board composition by reviewing diversity of skills, knowledge, experiences, backgrounds and gender. • R eview remuneration packages of Directors and Senior Management. ESSC • I mplement and administer the Employees’ Share Scheme (“ESS”) with regards to the granting, allocation and maintenance of shares to Executive Directors, Senior Management and employees of the Group. During the financial year under review, key activities performed by the Board, Board Committees and Management-level Committees are as follow: Key activities of the Board, Board Committees & Management-level Committees Board • A pproved budget and strategic business plans. • Reviewed, approved and received updates on business projects. • R eviewed and approved various Charters, Terms of References, Policies & Procedures, and Revised Limit of Authority. • R eviewed and approved Annual Report content and CG Report. • A pproved declaration of interimdividend and recommended final dividend for shareholders' approval at AGM. • R eviewed and approved Sustainability Policy and strategies. • A pproved Board Evaluation and recommended re-election of Directors at AGM. • A pproved quarterly financial results. • A pproved Audited Financial Statements. • R eceived updates on Key Risk Indicators (“KRI”) and Action Plans of the top five (5) risks of the Group. • R eviewed and approved Internal Audit Plan. • R eceived Internal Audit Reports and Internal Audit Budget. • R eceived External Auditors’ Report. • R eviewed and approved the Register of Recurrent Related Party Transactions. • R eviewed shares purchased pursuant to renewal of share buy-back authority. • R eviewed solvency position of the Company for dividend and share buy-back. • R ecommended the re-appointment of External Auditors at AGM. • R eceived External Auditors’ IT General Control (“ITGC”) audit findings. • R eviewed and approved the remuneration package of the Executive Directors and Senior Executive Remuneration (Annual Salary & Bonus Review). • R eviewed and approved Senior Executive Succession Plan. • R eviewed and approved renewal of Directors andOfficers Indemnity Insurance. • R eviewed and approved Cybersecurity Risk Management. • E stablished good CGpractices. 186 YINSON HOLDINGS BERHAD GOVERNANCE
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