GOVERNANCE Sect ion 04 Annual Report 2022 105 CORPORATE GOVERNANCE OVERV I EW STATEMENT GOVERNANCE FRAMEWORK In discharging its fiduciary duties, the Board operates within a formalised governance framework, guided by its Board Charter, which stipulates the roles and responsibilities, the power and authority vested in the Board and other required guidance in enabling the Board to discharge its duties. The framework is depicted in the diagram below. The framework enables oversight on ESG matters as well as business, operational, financial and other strategic risks within the Group. In essence, the framework defines how Ranhill will deliver its business objectives and the boundaries within which Ranhill employees are expected to work. It establishes a common approach to how Ranhill operates, irrespective of geographical location. The framework containing two sections i.e. the Corporate Governance Structure and a set of guidelines, policies & procedures (“P&P”) and our corporate values, which help to cultivate good corporate governance within the Group. CORPORATE GOVERNANCE MODEL SHAREHOLDERS INTERNAL/EXTERNAL AUDIT RISK MANAGEMENT BOARD Audit Committee OFFICE OF CHAIRMAN AND CHIEF EXECUTIVE Nominating and Remuneration Committee Governance and Risk Management Committee Long Term Incentive Plan Committee MANAGEMENT ASSURANCE & RISK COMPLIANCE COMMITTEE chairman and chief executive Sustainability Working Committee Integrity Working Committee Guidelines and Policies: • Board Charter (inclusive of Terms of Reference (“TOR”) for all respective Board Committees) • Ranhill Authority Manual (“RAM”) • Code of Conduct and Business Ethics (“CCBE”) Policy and Procedures • Whistleblowing Policy and Procedures • Corporate Disclosure Policy and Procedures • Third Party Dealing Policy and Procedures • Corruption Risk Management Policy and Procedures • Directors’ Fit and Proper Policy All of the above, are reviewed by the Board to ensure policies are robust and provide the necessary control and guidance to ensure good corporate governance. BOARD COMMITTEES In order to ensure responsibilities are effectively discharged, the Board is assisted by four (4) Board Committees. They are the Audit Committee, Nominating and Remuneration Committee, Governance and Risk Management Committee and Long Term Incentive Plan Committee, all of which have specific responsibilities with authority to act on behalf of the Board as mandated in their respective TOR. The Board and the Board Committees meet on scheduled basis and additional meetings may be called by the Chairman of the Board and the Board Committees.
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