139 GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD LEADERSHIP AND EFFECTIVENESS A OUR GOVERNANCE FRAMEWORK Board of Directors • Review and adopt strategic plans developed by Management, ensuring that business sustainability, including environmental, economic, social and governance aspects, is safeguarded. • Ensure the Group’s businesses are managed properly, including monitoring of Management’s performance. • Identify the Group’s key risk factors and ensure appropriate internal controls and mitigating measures are implemented to manage such risks. • Ensure strong Board and Senior Management appointments and that a robust succession plan is in place. • Oversee the development and implementation of an Investor Relations Programme or Stakeholder Communication Policy. • Ensure the adequacy and integrity of the Group’s management information and internal control systems. • Ensure the integrity of the Group’s financial and non-financial reporting. • Oversee the integrity of financial reporting, and internal control and risk management processes. - Review and monitor internal audit functions and external auditors. Audit Committee (“AC”) • Identify the principal business risks faced by the Group and ensure appropriate internal controls and mitigating measures are implemented to manage such risks effectively. - Oversee the safety, operational, and financial performance of the Company, ensuring that day-today management and operational decisions are made to safeguard the interests of the Company and further the strategy, business objectives, and targets established by the Board. Management Committee (“MC”) cum Risk Management Committee • Ensure robust processes in place to identify, assess and monitor key risks factors and ensure implementation of an effective risk management system. • Review 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”) considerations. - Review the adequacy and integrity of internal control and management information system. - Review and recommend strategies to appropriately manage climate-related risks. - Review the Group’s Anti-Bribery Management System (“ABMS”) to ensure the Group has put in place adequate measures to mitigate bribery risk. - Review compliance reports from the Governance, Risk Management and Compliance (“GRC”) Department to confirm the adequacy and effectiveness of the Group’s corporate governance. Board Risk and Sustainability Committee (“BRSC”) • Build an effective Board through selection, nomination and evaluation of the Board, Board Committees and individual Directors’ performance. • Review the remuneration of Directors and Senior Management, and related policies and alignment, taking into consideration the performance, commitment and responsibilities undertaken. - Ensure strong and balanced Board composition by reviewing diversity of skills, knowledge, experiences, backgrounds and gender. Nominating and Remuneration Committee (“NRC”) • Implement and administer the Employees’ Share Scheme with regards to the granting, allocation and maintenance of shares to Executive Directors, Senior Management and employees of the Group. Employeees’ Share Scheme Committee (“ESSC”) • Foster a culture within the Company that prioritises sustainability, encourages open discussion, and integrates ESG management into the Company’s processes and goals. - Ensure the implementation of the Group’s Sustainability Policies and Framework as approved by the Board, to ensure that Company’s sustainability practices align with the latest industry standards and best practices. - Develop and oversee the implementation of sustainability programmes, including process changes and initiatives, to achieve the Company’s established sustainability goals. Sustainability Committee (“SC”)
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