GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 106 CORPORATE GOVERNANCE OVERV I EW STATEMENT Name of Committee Members of Committee Key Function Audit Committee (“AC”) • Mr Lim Hun Soon @ David Lim (Chairman) • Datuk Abdullah Karim (Member) • Encik Abu Talib Abdul Rahman (Member) The AC shall ensure the system of internal controls and financial reporting process is in place and working order, all policies and procedures, regulations and laws are adhered to and the Group assets are safeguarded. Nominating and Remuneration Committee (“NRC”) • Datuk Abdullah Karim (Chairman) • Encik Abu Talib Abdul Rahman (Member) • Ms Leow Peen Fong (Member) • Dr Arzu Topal (Member) The NRC shall ensure that the Board and senior management has an effective structure, composition, size and skills set, the reward system is in place and fair, and the succession plan of the Board and senior management is developed and implemented. NRC shall also review the Board’s performance annually. Governance and Risk Management Committee (“GRMC”) • Ms. Leow Peen Fong (Chairman) • Tan Sri Hamdan Mohamad (Member) • Datuk Seri Lim Haw Kuang (Member) • Encik Abu Talib Abdul Rahman (Member) • Dr Arzu Topal (Member) • Cik Zurina Abdul Rahim (Member) The GRMC shall ensure that the Group applies the principles and best practices of corporate governance and corporate responsibility and to ensure that the Group complies with relevant regulatory and legal requirements. GRMC shall also provide in-depth governance of risk for the Group and effectively manage the overall risk exposure of the Group. Long Term Incentive Plan Committee (“LTIPC”) • Datuk Abdullah Karim (Chairman) • Encik Abu Talib Abdul Rahman (Member) • Ms Leow Peen Fong (Member) • Dr Arzu Topal (Member) The LTIPC shall ensure that the establishment, implementation and subsequent administration of the share grant plan under the LTIP for the benefit of the eligible executive directors and employees of the Company and its subsidiaries. Each committee chair reports to the Board on the committee’s activities following each committee meeting. The ultimate responsibility for the final decision on all matters, however, lies with the Board. The Board will continually review the TORs of the Board Committees to be in line with the latest provisions and recommended practices set out under the essential regulatory requirements, statutory provisions, policies and best practices, They will be enhanced and updated periodically to ensure that the Committees are properly guided in their operations, composition and decision making process. CCBE, WHISTLEBLOWING POLICY AND CORRUPTION RISK MANAGEMENT POLICY AND PROCEDURES In committing its stance towards zero tolerance on bribery and corruption, the Board endorsed the Corruption Risk Management Policy and Procedures (“CRMP”) by the Group Corporate Assurance Division in August 2022. The objective of CRMP is to strengthen its control measures in combating bribery and corruption activities including any unethical and illegal business conduct within the Group in addition to its Whistleblowing Policy and Procedures (“P&P”), Misconduct P&P, and the CCBE P&P in compliance with the Adequate Procedures Guidelines pursuant to Section 17A of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009. The CRMP outlines the Group’s strategies for overseeing the overall issue of corruption, fraud, and misconduct within the organization. This includes identifying, assessing, preventing, and managing bribery and corruption issues within the Group. The Integrity Working Group Committee (“IWG”) which was set up earlier in 2020 is continuing with its roles in assisting the management in executing the aforementioned strategies. Ranhill’s anti-corruption stance, Whistleblowing P&P and CCBE P&P are available on the Company’s website under the Corporate Governance section at www.ranhill.com.my. The Directors and all the employees of the Group are expected to observe and adhere to the policies and guidelines relating thereto.
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