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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.

Board Charter

1.0       INTRODUCTION ON THE COMPANY

 

1.1       Background

Naim Cendera Holdings Berhad was incorporated as a public company limited by shares under the Companies Act, 1965 (“Companies Act”) on 5 July 2002.  On 13 March 2009, it assumed its current name Naim Holdings Berhad (“Naim” or “the Company”). The Company was listed on the Main Board of Kuala Lumpur Stock Exchange (now known as Bursa Malaysia Securities Berhad) (“Bursa Securities”) on 12 September 2003.

 

1.2       Vision, Mission and Core Values

The vision, mission and core values of the Group (comprising the Company and entities controlled thereby) are as follows:

 

1.2.1   Vision Statement

To be a TOP NOTCH GLOBAL property developer and infrastructure builder.

 

1.2.2   Mission Statement

To achieve our aspiration, we are committed to BUILD VALUE IN EVERY WAY, with you and for you by:

  • Exceeding customer expectations
  • Being the best place to work on earth
  • Being the best company to invest in and do business with
  • Being an exemplary corporate citizen that contributes generously to the society, community and environment

 

1.2.3   Core Values

S.P.I.R.I.T.E.D

 

S for Service-Oriented

Serve our customers courteously and promptly and offer service which exceeds customer expectations

P for Performance, Professionalism and Passion

Performance-driven; high level of skill & competence; committed to excellence

I for Integrity

Honest and transparent communication and operations

R for Respect

Appreciate and care for our colleagues, communities and environment

I for Innovation

Continuous learning and improvements on service, products and the way we do things

 T for Teamwork

Share and collaborate as by working together, everyone achieves more

E for Empowerment and Engagement

Effective delegation of authority and high level of staff ownership and involvement

D for Discipline, Determination and Decisiveness

Persevere to achieve success and NEVER GIVE UP, and being able to decide issues with confidence

 

2.0       OBJECTIVES OF THE BOARD CHARTER

 

2.1       Purpose of the Charter

The Board comprises directors elected or appointed to jointly oversee the business activities and affairs of the Group.  The Board shall exercise its powers and carry out its fiduciary duties with a sense of objective judgment and independence in the best interests of the Group.

The Board Charter serves as a reference for and providing insights to existing and prospective board members to assist them in the performance of their fiduciary duties as directors of the Board.

This Charter sets out the standards and principles governing the Board processes and outlines the roles, functions and responsibilities of the Board in accordance with the authority conferred by the Constitution of the Company along with the provisions of the Companies Act 2016, Bursa Securities Main Market Listing Requirements (“Listing Requirements”) and the principles set out in the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”).

This Charter, which is subject to review and enhancement by the Board from time to time as it deems fit,  was adopted by the Board on 23 February 2017.

 

3.0       RESPONSIBILITIES OF THE BOARD

The Company is governed by the Board whose responsibilities, amongst others, include the following:-

  • formulating strategic direction and strategic plans for the Group;
  • approving annual business plans and budgets;
  • approving and/or recommending material acquisitions and disposals of assets;
  • approving financial authority limits and changes thereto;
  • implementing corporate governance;
  • identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
  • approving human resource planning and development;
  • reviewing investments made by the Company;
  • overseeing the proper conduct of businesses;
  • reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems;
  • reviewing and endorsing recommendations from Board Committees,
  • reviewing financial results and financial statements;
  • approving interim dividend payments and recommending final dividend payments to shareholders for approval;
  • reviewing major issues and/or opportunities
  • managing changes to the composition of the Board and Board Committees;
  • sourcing for and managing banking facilities;
  • implementing long-term or share incentive plans; and
  • approving and recommending corporate proposals to shareholders for approval.

 

4.0       COMPOSITION OF THE BOARD

4.1 The Company’s Constitution (“Constitution”) provides for a minimum of two (2) and maximum of fifteen (15) Directors1.

4.2  The Company must ensure that at least two (2) directors or one third (1/3) of the Board, whichever is higher, shall be Independent Non-Executive Directors (“INEDs”)2.

4.3 The Board shall comprise a diverse group of individuals with broad experiences and accomplishments in various fields.  Their combined expertises and business experiences shall provide insight and diversity of perspectives to lead and guide the Group.

 

5.0       INDEPENDENCE

5.1       An Independent Director means a director who is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgment or the ability to act in the best interests of the Group.  Without limiting the generality of the foregoing, an independent director is one who:

  1. Is not an executive director of Naim or any related corporation of the Group;
  2. Has not been within the last 2 years and is not an officer (except as a non-executive director) of Naim and/or the Group;
  3. Is not a major shareholder of Naim and/or any entity of the Group;
  4. Is not a family member of any executive director, officer or major shareholder of Naim and/or any entity of the Group;
  5. Is not acting as a nominee or representative of any executive director or major shareholder of Naim and/or any entity of the Group;
  6. Has not been engaged as an adviser by Naim and/or the Group or is not presently a partner, director or major shareholder as the case may be, of a firm or corporation (other than the Naim and/or the Group) which has engaged in any transactions with Naim and/or the Group

5.2       The Company has adopted a 9-year3 policy for Independent Non-Executive Directors and taking into account the need for progressive refreshing of the Board.

5.3       Whilst an independent director may continue to serve on the Board, upon completion of a cumulative term of  nine (9) years, he is subject to the director’s re-designation as a non-Independent Director..

5.4       The Board may seek shareholders’ approval for retaining a person who has served in that capacity for more than nine (9) years, as an INED, the Nominating Committee/Board must conduct a rigorous review to determine whether the Director’s independence has been impaired, taking into account the need for progressive refreshing of the Board.

5.5       A candidate for appointment as an INED must first provide to the Nominating Committee (“NC”) a declaration and confirmation on his/her independence for the NC’s consideration in his/her appointment.

 

6.0       SEGREGATION OF ROLES

There are clear segregation of roles and responsibilities between the Chairman and the Group Managing Director (GMD) to ensure a balance of power and authority. The position of Chairman and GMD are separate and clearly defined. The Board may appoint a Senior Independent Non-Executive Director of the Board to whom concerns by stakeholders may be conveyed.

 

6.1       Chairman

The Chairman is responsible for conducting meetings of the Board and shareholders and ensuring all Directors are properly briefed during Board discussions and shareholders are informed of the subject matters requiring their approval. The Chairman will act as facilitator at meetings of the Board.  At Board meetings, the Chairman and the GMD may share a common role of providing leadership and guidance to the Board, facilitating effective contributions from Board members to ensure proper deliberation of all matters requiring the Board’s attention.

 

6.2       Group Managing Director (“GMD”)

The GMD is responsible for the overall management of the Group, ensuring that strategies, policies and matters set by the Board are effectively implemented. The GMD will regularly review the performance of the Deputy Managing Directors and all heads of divisions and departments who are responsible for all functions contributing to the success of the Group.

 

6.3       Deputy Managing Director

As the name implies, he or she shall assist the GMD in the overall management of the the Group’s day to day operations.

 

6.4       Senior Independent Non-Executive Director

The Senior INED serves as a designated contact to whom concerns pertaining to the Group may be conveyed by shareholders and other stakeholders. The identity and contact of the Senior INED shall be disclosed in the annual report of the Company.

 

6.5       Non-Executive Directors

The Non-Executive Directors ensure that business and investment proposals presented by management are fully deliberated and examined. They perform a key role by providing unbiased and independent views, advice and judgment, which take into account the interests of the Group and all its stakeholders including shareholders, employees, customers, business associates and the community as a whole.

 

6.6       Independent Non-Executive Directors

Independent Non-Executive Director is one who has fulfilled the requirements of Independence as set out in item 5.1 above and his/her role is basically similar to Non-Executive Director as defined in item 6.5 above.  Being independent of management and free of any business or other relationship, INEDs are expected to promote arms-length oversight and at the same time bring independent thinking, views and judgment to bear in decision-making.

 

7.0       APPOINTMENTS & RE-APPOINTMENTS TO THE BOARD

7.1       The Nominating Committee (“NC”) shall be responsible for selecting, assessing, evaluating and recommending new appointments of Executive and Non-Executive Directors to the Board and Board Committees.  In discharging its duty, the NC will assess the suitability of an individual to be appointed to the Board and Board Committees by taking into account the individual’s commercial knowledge, business acumen skills, expertise and experience, professionalism and integrity.

7.2       In accordance with the Constitution, all Directors who are appointed by the Board shall retire from office at least once every three (3) years but shall be eligible for re-election at the Annual General Meeting (“AGM”). The Directors to retire in each year are those who have been longest in office since their last election or appointment4.

7.3       The Directors shall have powers at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed 15, the maximum number fixed by Article 84 of the Constitution. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election5, thereafter he shall be subject to the one-third rotation retirement rule.

7.4       A Director must not hold more than five (5) directorships in listed issuers6.

 

8.0       BOARD MEETINGS

8.1       Board meetings are scheduled in advance at the end of the prior calendar year to enable the Board members to plan their schedules accordingly.

8.2       A minimum of five (5) meetings a year shall be planned and additional meetings will be called at any time, as and when required.

8.3       The notice containing the agenda of a meeting shall be circulated by the Company Secretary to every member of the Board prior to the meeting.

8.4       All Board meetings shall be chaired by Chairman of the Board. Where the Chairman is absent, the Directors present shall elect one (1) of their members to be the Chairman of the meeting.

8.5       The quorum for each meeting shall be at least two (2) Directors7

8.6       In the absence of a meeting, issues shall be resolved by way of circular resolutions, signed by a majority of the directors present in Malaysia8.

8.7       The head of finance, internal audit and any other relevant departments are responsible to gather and supply the requisite copies of reports containing all necessary and essential information for the purpose of a meeting for the compilation and circulation by the Company Secretary prior to the meeting.

8.8       Appropriate key senior management personnel of the Group may attend such a meeting on an invitation basis.

8.9       Minutes of all proceedings of the Board meetings shall be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting.  The minutes shall be evidence of the proceedings of Board meetings.

8.10    Where a potential conflict of interest arises, the Director concerned shall declare his or her interest and abstain from the decision making process.

 

9.0       BOARD COMMITTEES

9.1       The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference to assist the Board in the execution of its duties and responsibilities.

9.2       The respective Committees report to the Board on matters discussed and deliberated and makes recommendations to the Board for final decision.

9.3       Board Committee meetings are also scheduled in advance at the end of the prior calendar year to enable the Board Committee members to plan their schedules accordingly.

9.4       The Board Committees comprise the following:-

9.4.1   Audit Committee (“AC”)

The AC assists the Board in the effective discharge of its fiduciary responsibilities, including timely and accurate financial reporting and development of sound internal controls.

9.4.2   Risk Management Committee (“RMC”)

The RMC assists the Board in overseeing the risk management process within the Group, leading the  strategic direction in the management of the Group’s business risks, establishing and implementing a risk management framework and reviewing the effectiveness of the framework.

9.4.3   Nominating Committee (“NC”)

The NC assists the Board in conducting performance evaluation of the Board and its Committees, assessing the core competencies of each existing Board member and new appointment to the Board.

9.4.4   Remuneration Committee (“RC”) 

The RC  reviews and recommends to the Board, the Company’s overall remuneration policy and guidelines for GMD to ensure that the remuneration packages are strongly marked to market and linked to performance.

9.4.5   Long Term Incentive Plan Committee (“LTIP”)

The LTIP Committee is to implement the provisions of the Long Term Incentive Plan (“LTIP”) in accordance with the Bye-Laws set.

 

10.0    BOARD EFFECTIVENESS EVALUATION

10.1    The NC shall carry out the Board Effectiveness Evaluation (“BEE”) exercise annually to assess the performance and effectiveness of the Board as a whole, Board Committees and individual Directors.

10.2    The NC is responsible to develop a set of criteria with target areas of focus to assist the Board in evaluating the performance and effectiveness of the Board, Board Committees and individual Directors.

10.3    As part of the BEE process, all INEDs of the Company are required to provide to the Board a yearly declaration and confirmation of their independence in compliance with the criteria set out in the Listing Requirements to facilitate the annual assessment of the INEDs by the Board.

 

11.0    DIRECTORS’ REMUNERATION

11.1    The Company’s remuneration policy for Directors is designed to enable the Company to attract and retain experienced and knowledgeable individuals of the caliber needed to support the Company’s ambitious expansion plans in line with its overall objective of delivering long-term value to its shareholders. The remuneration packages are structured to incentivize and encourage creativity and innovation appropriate for a company of the size and complexity of the Company, whose core businesses are property development as well as building and infrastructure construction.

11.2    The RC recommends to the Board the remuneration package for the GMD which is structured on the basis of linking rewards to corporate and individual performance. Performance is measured against the results achieved by the Group and individual achievement against targets set at the beginning of each year.  The Deputy Managing Director and Executive Directors (if any) shall report to the GMD and accordingly their remuneration packages are determined by the GMD.

 11.3    Non-Executive Directors’ fee and allowance are determined based on the experience, level of expertise, responsibilities undertaken, time demanded of the Non-Executive Directors concerned and market benchmark.

11.4    No Director should be involved in determining his/her own compensation.

 

12.0    DIRECTORS’ TRAINING AND DEVELOPMENT

12.1    In addition to the Mandatory Accreditation Programme as required by Bursa Securities, the Directors are encouraged to attend various training programmes conducted by competent trainers and which are relevant to the Company’s operations and business.

12.2    The Company will, on an on-going basis, make available to the Directors, at the Company’s cost, professionally conducted programs to ensure they are acquainted with the latest development to equip themselves with the relevant knowledge and ideas to enable them to discharge their duties and participate actively during Board deliberations.

12.3    The Directors are required to disclose the trainings they have attended during a financial year in the Company’s Annual Report9.

 

13.0    ACCESS TO INFORMATION AND ADVICE

13.1    The Directors (Executive and Non-Executive) shall have the same unrestricted right of access to all information relating to the business, operations and governance of the Group in a timely manner whether as a full Board or in their individual capacity, in furtherance of their duties.

13.2    Directors are allowed and encouraged to seek independent and/or professional advice at the Company’s expense, on any matter they consider crucial to facilitate a business judgment and decision.  However, before exercising this right they are required to discuss the issue with the Chairman and/or GMD to ensure that the interests of the Group are not jeopardized and that confidentiality is maintained.

 

14.0    CODE OF CONDUCT AND BUSINESS ETHICS

The Directors’ Code of Ethics is attached and marked Annexure A.

The Code of Ethics serves as a road map to help guide actions and behaviors while working for and/or dealing with the Company to maintain high standards of business ethics and encourage performance with integrity.

 

15.0    ANTI-FRAUD POLICY

The Group has in place an Anti-Fraud Policy statement and a Fraud Response plan to protect the integrity, transparency and impartiality of the businesses conducted by the Group and its personnel. The purpose of the Anti-Fraud Policy statement and Fraud Response plan is to assist and enable all employees, Directors, business associates or customers of the Group to raise concerns or to disclose information pertaining to malpractices they may have knowledge of or come across in their dealings with the Group and at the same time to protect those who come forward to report such activities.  The Group assures that all reports will be treated with strict confidentiality and will be promptly investigated.

 

16.0    REVIEW

The Board will review this Charter from time to time to ensure that it is up to date and consistent with the Board’s objectives and responsibilities.

 

Notes:

  1. Article 84 of the Constitution
  2. Paragraph 15.02(1) of the Listing Requirements
  3. Practice 2 of the MCCG 2017
  4. Article 85 of the Constitution
  5. Article 92 of the Constitution
  6. Paragraph 15.06(1) of the Listing Requirements
  7. Article 110(a) of the Constitution
  8. Article 128 of the Constitution
  9. Paragraph 15.08(3) of the Listing Requirements

 

 

Annexure A

CODE OF ETHICS

In the performance of his duties, a director should at all times observe the following codes:

 

Corporate Governance

  1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
  1. Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
  1. Should ensure at all times that the company is properly managed and effectively controlled;
  1. Should stay abreast of the affairs of the company and be kept informed of the company’s compliance with the relevant legislation and contractual requirements;
  1. Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
  1. Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
  1. Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
  1. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
  1. Should disclose immediately all contractual interests whether directly or indirectly with the company;
  1. Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
  1. Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and
  1. Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake;
  1. Relationship with Shareholders, Employees, Creditors and Customers

13.1 Should be conscious of the interest of shareholders, employees, creditors and customers of the company;
13.2 Should at all times promote professionalism and improve the competency of management and employees; and
13.3 Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.

Nominating Committee-Terms of Reference

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.

Remuneration Committee-Terms of Reference

  1. Legal Status
  •  The Remuneration Committee is a committee of the Board of Directors of Naim Holdings Berhad.

 

  1. Composition 
  • The members of the Remuneration Committee shall be appointed by the Board from among their number and shall comprise no fewer than three (3) members, a majority of whom shall be Non-Executive Directors.
  • In the absence of the Chairman, the members present shall elect a Chairman from amongst them to chair the meeting.

 

  1. Purpose 
  • The Remuneration Committee is established with the primary objective to formalize transparent remuneration policies and procedures to attract and retain directors.

 

  1. Functions of the Remuneration Committee 
  • The functions of the Remuneration Committee are as follows:
  1. To review annually and recommend the Board the Company’s overall remuneration policy, procedures and guidelines for Executive Directors to ensure that the remuneration packages are strongly linked to performance;
  2. To enhance shareholders’ value by ensuring that individual performance and rewards of Executive Directors reflect and reinforce the business objectives and long term goals of the Group;
  3. To keep abreast with changes in the total remuneration packages in external market comparables, and review and recommend changes to the Board when necessary.
  4. To recommend the engagement of external professional advisors to assist and/or advise the Remuneration Committee, if deemed necessary

 

  1. Quorum and Voting
  • The quorum for the Remuneration Committee shall be two (2).

5.2   No member of the committee shall participate in the meeting of the Committee (or during the relevant part) in which any part of his remuneration is being discussed or participate in any recommendation or decision concerning his remuneration and benefits.

 

  1. 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 Remuneration Committee.

 

  1. Secretariat
  • The Company Secretaries shall be the secretariat of the Remuneration Committee.

Audit Committee-Terms of Reference

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.

Corporate Governance Report 2017

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Annual General Meeting: Summary Of The Key Matters Discussed

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