AC • R eviewed Internal Audit Plan and Internal Audit Reports. • R eviewed quarterly financial results. • R eviewed and approved Audit PlanningMemorandum for external audit. • R eviewed the application of major accounting policies and practices in compliance with approved accounting standards. • R eviewed Audit Fees. • R eviewed and approved Internal Audit Budget. • R eviewed Audited Financial Statements. • R eviewed Register on Recurrent Related Party Transactions. • R eviewed risk profile and the adequacy and effectiveness of the Group’s risk management, internal control system and management information system. • R eviewed the extent of compliance with established internal policies, standards, plans, procedures, laws and regulations. • C onducted private sessions with external auditors and internal auditors without presence of the Executive Directors andManagement. • E valuated performance of External Auditors. • R eviewed performance of IA function. • R eceived External Auditors’ Report. • R eviewed and approved the proposed revisions to the Internal Audit Charter. • R eviewed revised Terms of References, Policies & Procedures, and new Project Execution Limit of Authority. • V erified criteria for allocation of share options to eligible employees for the FYE 2022 under the ESS. • R eviewed AC Report and Statement of Risk Management and Internal Control for inclusion in the Annual Report. • R eceived External Auditors’ ITGC audit findings. • R eviewed and recommended the dividend pay out. BRSC • R eviewed Terms of Reference of the BRSC. • R eviewed Enterprise Risk Management (“ERM”) Policy Statement and Framework. • R eceived updates on the status on Risk Action Plans and KRIs for the top five (5) risks of the Group. • R eceived updates on the status on Corporate Risk Profile of the Group. • R eceived updates on the status on Sustainability Plan. • R eceived updates on the status on the ISO37001 ABMS Implementation. • R eceived updates on Compliance-relatedmatters. • R eviewed and approved ABMS Audit Plan. • R eceived updates on ongoing sustainability initiatives. • R eviewed sustainability Terms of Reference, Policy, report and strategies. NRC • R eviewed annual performance of individual Directors, Group CEO, Board and Board Committees. • R eviewed re-election of Directors. • R eviewed Directors’ fees and benefits. • R eviewed Senior Executive Remuneration. • C onducted private sessions between NRC andGroup Human Resource Director. • R eviewed remuneration package of the Executive Directors and Senior Management. • R eceived update on the Short Term Incentives Policy and Approach. • R eviewed Senior Management Succession Plan. • R eviewed composition of Board and Board Committees. • R eviewed various Terms of References and Policies & Procedures. • R eviewed and assessed the appropriateness of a new candidate for Board/Board Committee/Senior Management positions. • R eviewed Senior Management Key Performance Indicators. • R eviewed Senior Management Remuneration Reporting in Annual Report. ESSC • R eviewed and approved fifthOffer of ShareOptions. MC • O verseen the Group’s day-to-day operations and business affairs towards achieving corporate objectives and goals. • R eviewed the Group’s business strategies, plans, policies and frameworks. • I dentified principal business risks faced by the Group and ensure appropriate internal controls andmitigatingmeasures are implemented tomanage such risks. SC • P rovided support and advice regarding the embedding of sustainability principles and practices throughout the Group’s overall business strategies, policies, processes and practices. • O versaw sustainability-relatedmanagement processes, standards and strategies towards achieving compliance with social and environmental responsibilities and commitments. • S upported the Board inmeeting stakeholders’ sustainability expectations. • S teered the Group towards qualifying for Sustainability Index inMalaysia and globally. • R eviewedNet Zero Roadmap, Yinson’s Climate Report, Terms of Reference, Policy andUpdatedMaterialityMatrix FYE 2022. • R eceived updates on ongoing sustainability initiatives. CORPORATE GOVERNANCE OVERVIEW STATEMENT 187 ANNUAL REPORT 2022 GOVERNANCE
RkJQdWJsaXNoZXIy NDgzMzc=