144 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 Audit Committee (“AC”) • Assess the integrity of Group financial and regulatory reporting and disclosures. • Oversee the effectiveness of Group financial controls. • Review activities and performance of Internal Audit Department and External Auditors. Management & Sustainability Committee (“MSC”) • Oversee Group performance, ensuring alignment with the Board-established strategy, objectives, and targets. • Identify and manage principal business risks, as well as implement internal controls, and mitigating measures. • Cultivate a culture that prioritises sustainability, open discussion, and integration of ESG management into company processes and goals. Advisory Boards (“AB”) • Oversee business strategies and operations of businesses to ensure implementation and alignment within the framework approved by the Board. • Serve as a forum for strategic and policy deliberations. Board Risk & Sustainability Committee (“BRSC”) • Review and monitor the effectiveness of Group risk management and internal controls. • Review the effectiveness of systems and controls for the prevention of bribery and fraud. • Review and recommend sustainability strategies and initiatives, aligning them with global best practices and Environmental, Social and Governance (“ESG”) considerations. Nominating & Remuneration Committee (“NRC”) • Review the composition of the Board and its committees. • Lead process for appointments to Board and Senior Management and make recommendations to the Board. • Review and recommend succession planning for the Board and Senior Management appointments to the Board, and oversee plans for an orderly and diverse succession pipeline. • Oversee the annual Board Performance Review. • Review and recommend Group remuneration strategy and policy. • Review remuneration of Executive Directors and Senior Management, including alignment with performance such as long-term incentive schemes. Board Committees The Board is supported by its Committees - the AC, BRSC and NRC - each of which has its own Terms of Reference (“TOR”) clearly setting out its scope of responsibility and decision-making powers. These Board Committees furnish reports to the Board concerning deliberated matters, decisions made, and recommendations for Board approval when necessary. Minutes from Board Committee meetings are presented at Board sessions, with committee chairs providing verbal updates on their respective activities. This structure enables the Board to spend a significant proportion of its time focusing on the Group’s strategy. During the year, the Company introduced a new share scheme, the Employees’ Share Scheme 2023 (“ESS2023”). Following this, the Board endorsed placing the administration of both the ESS2023 and the existing Employees’ Share Scheme 2015 (“ESS2015”) under the oversight of the NRC. This integration ensures uniform and transparent management, aligning employee interests with the Group’s strategic objectives. As a result, the Employees’ Share Scheme Committee (“ESSC”) overseeing the ESS2015 was dissolved on 1 November 2023. Management Committees The Board approved the reallocation of duties outlined within the Sustainability Committee (“SC”) TOR to the Management Committee (“MC”). They also agreed to rename MC, which is now known as the MSC. The MSC, chaired by the Group Chief Executive Officer (“Group CEO”), convenes on a monthly basis and consists of Senior Management members. They are instrumental in implementing the Group’s strategic priorities, facilitating collaborative discussions among senior management to address business needs and raise pertinent issues. Minutes from the MSC meetings are presented at the relevant Board Committee sessions for their notation. The Board also approved the establishment of Advisory Boards for Yinson Production, Yinson Renewables, and Yinson GreenTech. These Advisory Boards, chaired by the Group CEO with participation by key management from the respective business units, play a pivotal role in guiding and advising on key aspects of respective business units. Their purpose is to ensure that the business units operate in accordance with shareholder mandates and adhere to decisions and policies set by the Board. TORs for the Board, its Committees and Management Committees are available on our corporate website.
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