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Board of Directors

The Board of Directors plays a vital role in corporate governance. The Board endorses the overall direction of the Group, approves the Group’s long term objectives, strategies, policies, annual budgets and major capital expenditures and ensures accountability to the shareholders, the relevant authorities and other stakeholders.

The Board is also responsible for the review of performance of the Group’s strategies, objectives, business plans and budgets, and has oversight of the Group’s operations and management.

Promoting Diversity

The number of Directors shall be determined by the Board within the limits as prescribed in the Articles of Association of not more than fifteen (15), taking into consideration the size and breadth of the business and the need for Board diversity.

The Board is made up of a diverse group of individuals with broad experiences and accomplishments in finance, property, construction, project management, oil and gas, business development and multi-national companies. All Members have demonstrated the ability to exercise sound business judgment. The Independent Non-Executive Directors do not participate in the routine operations  and they bring unbiased guidance to the Group

Board Committees

Each Board Committee comprises members of the Board of Directors and Senior Management  and is mandated to carry out specified functions, programs or projects assigned by the Board.  The main objective for the establishment of Committees is to assist the Board in the execution of its duties, to allow detailed consideration of complex issues and to ensure diversity of opinions, suggestions and recommendations.  Each Committee is given a written charter with specific roles and responsibilities, composition, structure, membership requirements and the manner in which the Committee is to operate. The Committees are to ensure effective Board processes, structures and roles, including Board performance evaluation by the Nominating Committee.  All matters determined by the Committees are promptly reported to the Board, through their respective Chairpersons, as opinions and/or recommendations for Board’s endorsement and/or decisions.

Membership of each Committee shall be determined by the Board acting on the recommendation of the Nominating Committee. It is the view of the Board that the size of each Committee and the blend of skills and experience of its members are sufficient to enable the Committee to discharge its responsibilities in accordance with the charter. Members of each Committee are drawn from the Board and the Group’s Senior Management team, based on their respective skills, responsibilities and areas of expertise.

The Nominating Committee shall periodically review the Committee assignments and make recommendations to the Board for rotation of assignments and appointments as deemed appropriate. The Chairman of each Committee will develop the agenda for each meeting and will determine the frequency of the meetings.

Nominating Committee

1. Legal Status

1.1 The Nominating Committee is a committee of the Board of Directors of Naim Holdings Berhad.

2. Composition

2.1 The members of the Nominating Committee shall be appointed by the Board from among their number and shall comprise no fewer than three (3) members, all of whom shall be Non-Executive Directors and a majority of whom shall be Independent Non-Executive Directors.

2.2 No alternate Director shall be appointed as member of the Nominating Committee.

2.3 In the absence of the Chairman, the members present shall elect a Chairman from amongst them to Chair the meeting.

3. Purpose

3.1 The Nominating Committee is established with the primary objective to evaluate the Board of Directors, examining the skills and characteristics that are needed for various director positions.

4. Functions of the Nominating Committee

 The functions of the Nominating Committee amongst others, shall include the following:-

(a) develop, maintain and review the criteria and policies for recruitment, assessment and selection of members of the Board and Board Committees.

(b) make recommendations to the Board on new candidates for election/appointment, re-election/re-appointment of Directors to the Board and appointment of members of Board Committees established by the Board.

(c) Review the board composition with regard to the mix of skills, independence, diversity (including gender diversity), experience and other qualities of board members required to meet the needs of the Company

(d) conduct review to determine whether a director can continue to be independent in character and judgment after he/she exceeds a cumulative term of 9 years of service as independent director.

(e) review the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and its members have carried out their duties in accordance with the terms of reference.

(f) establish, maintain and review the quantitative and qualitative criteria to assess and evaluate the performance of each member of the Board on an annual basis.

(g) review the Board’s succession plans and training programmes for the Board.

(h) recommend the engagement of external professional advisors to assist and/or advise the Nominating Committee, on succession policy matters, and other matters if deemed necessary.

(i) to consider such other matters within the scope, if deemed necessary.

5. Authority

 The Nominating Committee shall have the authority to make decisions on matters that fall within the responsibilities of the Nominating Committee.

6. Quorum

 The quorum for the Nominating Committee shall be two (2).

7. Circular Resolution

 A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the Nominating Committee.

8. Secretariat

 The Company Secretaries shall be the secretariat of the Nominating Committee.

Audit Committee

1.0 Objectives

 The objectives of the Audit Committee are to:-

  1. provide assistance to the Board in fulfilling its fiduciary responsibilities particularly in the areas of internal control systems and financial reporting;
  2. provide meetings and communication between Non-Executive Directors, the internal auditors, the external auditors and the management to exchange views and information, as well as to confirm their respective authority and responsibilities;
  3. undertake such additional duties as may be appropriate to assist the Board in carrying out its duties.

 2.0 Composition 

  1. The Audit Committee shall be appointed by the Board from among their number and shall comprise no fewer than three (3) members. All Audit Committee members must be Non-Executive Directors with a majority of them being Independent Non-Executive Directors and at least one (1) member shall be a member of Malaysian Institute of Accountants (MIA).
  2. No alternate director is to be appointed as a member of the Audit Committee.
  3. If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member, resulting in the non-compliance with the requirements as specified in 2.0(a) and 3.0, the vacancy must be filled within three (3) months.

3.0 Chairman of the Audit Committee 

The members of the Audit Committee must elect a Chairman among themselves who is an independent director. 

4.0 Frequency of Meetings 

Meetings shall be held not less than four (4) times a year and the members of the Audit Committee shall elect a Chairman from among their number.

5.0 Quorum 

A quorum shall consist of two (2) members, the majority of members present must be independent directors

6.0 Secretariat 

The Secretary of the Committee shall be the Company Secretary.

7.0   Rights 

The Audit Committee shall have:-

  • the authority to investigate any activity within its terms of reference;
  • full and unrestricted access to any information relevant to its activities from employees of the Naim Group. All employees are directed to co-operate with any request made by the Committee;
  • direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
  • the necessary resources required to carry out its duties and it is authorized to obtain independent professional advice as it considers necessary;
  • the right to convene meetings with external auditors, the person(s) carrying out the internal audit function or activity or both, excluding the attendance of other directors and employees, whenever deemed necessary. 

8.0   Functions of the Audit Committee 

The Audit Committee shall undertake the following functions:-

a. Internal Audit

  1. Review the adequacy of the scope, functions, competency and resources of the internal audit function and that its authority to carry out its work;
  2. Evaluate the internal audit programmes, processes and the results of internal audit programmes, processes or investigation undertaken.

 b. External Audit

  1. Review with the external auditors their audit plan, scope of audit and their audit reports;
  2. Review with the external auditors, their evaluation of the system of internal controls;
  3. Review the assistance given by the employees to the external auditors;
  4. Evaluate the performance of external auditors and whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment;
  5. Recommend the nomination of person/persons as external auditors;
  6. Review any letter of resignation from external auditors.

 c. Audit Reports

  1. To consider the major findings of internal investigations and management’s responses.
  2. To discuss problems and reservations arising from the interim and final external audits, and any matters the external auditors may wish to discuss (in the absence of management, where necessary).

 d. Financial Reporting

Review the quarterly results and year-end financial statements, before approval by the Board of Directors focusing particularly on

  1. changes in or implementation of major accounting policies changes;
  2. significant matters highlighted including financial reporting issues, significant judgment made by management, significant and unusual events or transactions, and how these matters are addressed; and
  3. compliance with accounting standards and other legal requirements.

 e. Related Party Matters

Review the related party transactions and the conflict of interest situations that may arise within the Naim Group including any transactions, procedures or courses of conduct that raise questions of management integrity.

f. Other Matters

To consider such other matters as the Committee deems appropriate or as authorised by the Board of Directors.

9.0 Circular Resolution

 A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the Audit Committee.

Annual General Meeting: Summary Of The Key Matters Discussed

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