Terms of Reference of Business/Operations Risk Review Committee Print E-mail
Investor Relations - Term of Reference


Registration No. 199601037932 (410285-W)
(Incorporated in Malaysia)





1. Objectives

The primary objective of BORRC is to assist the senior management and Board of Directors (“Board”) in their responsibilities to identify, assess and monitor key business/operations risk to safeguard shareholders investments and the Company’s assets.

2. Composition of members

•  The members of BORRC are:

      -     Executive Chairman;
      -     Chief Executive Officer ("CEO")
      -     Chief Financial Officer (CFO")
      -     Business and Operations VP
      -     Corporate Director
      -     Finance Controller
      -     Business Units Directors and Finance managers for key operating entities

•  Any person holding the above positions in the Group are members of BORRC unless indicated otherwise by the Executive Chairman and CEO.

3. Chairman

The Chairman of BORRC is the CEO.

4. Meetings

•  The BORRC meet together for the despatch of overall performance of major subsidiaries which includes review of key business and finance indicators/risks as well as existing and future business plans/strategies    and the associated risks on a monthly basis. The Chairman may call for additional meetings at any time with the relevant members at the Chairman’s discretion.

•  Notice of meeting shall be given by the secretary to all the BORRC members at least three (3) days prior to each meeting unless BORRC waives such requirement.

•  In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the meeting.

•  Minutes of meeting shall be kept and circulated to each member. The Finance Manager appointed by the Committee for this purpose shall act as the Secretary of the Committee.

•  The Chairman of BORRC shall report on the business/operations risk matters that should be brought to the Board’s attention, and provide the recommendations of BORRC that require the Board’s approval.

5. Authority

The Committee is authorized by the Board to review, recommend and approve any matters within its Terms of Reference. The Committee shall at all times be mindful of the Company’s Risk Management framework/policy and any other applicable guidelines in assessing and managing risk.

6. Duties and Responsibilities

The duties and responsibilities of the BORRC are as follows:-

•  Review and monitor Group’s risk management framework and activities, amongst others are:

         -    Manage existing business risks and identify any new risks arising from the change in prevailing business environment and take actions to mitigate the risks; and

         -    Evaluate new major business plan/proposal with the associated risks and propose to the Board for approval;

•  Report to Audit and Risk Management Committee and the Board regarding the Group’s risk exposures, including review risk assessment model used to monitor the risk exposures and management’s views on the    acceptable and appropriate level of risks faced by Group’s Business Unit;

•  Review the adequacy of infrastructure, resources and system of risk management and the staff responsible for implementing risk management system are performing the duties efficiently and effectively; and

•  Have discussions with internal auditor on the risk identified, consequences and the actions taken to mitigate the risks.

7. Revision of Terms of Reference

The BORRC shall review and update the terms of reference periodically taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Committee’s duties and responsibilities.

Any revision or amendment to the terms of reference, as proposed by the Committee shall be presented to the Board for its approval.