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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

The main role of the Committee is to consider nominees for appointment to the Board of Directors and to assess the core competencies of each existing Board member and new appointment, with special emphasis on their ability to contribute particular knowledge, expertise or experience and taking into account the future needs of the Group.

Candidates will be evaluated in one or more of the following:

  • Relevant Knowledge, Skill and Experience
  • Strategy and Vision
  • Business Judgment
  • Financial Management Skills
  • Industry Knowledge
  • Time Commitment
  • Other Directorships
  • Conflict of interest
  • Independence

If a candidate is deemed suitable and fulfills the minimum requirements, recommendations will be submitted to the Board for consideration.

The duties and responsibilities of the Nominating Committee are as follows:

  • To consider and recommend to the Board competent persons of the highest calibre and integrity for appointment as:
    1. members of the Board
    2. members of Board Committees
  • To review the required mix of skills and experience and other qualities, including core competencies of Non-Executive Directors, on an annual basis;
  • To review the performance of members of the Board, Managing Director and members of Board Committees; and to assess the effectiveness of the Board Committee and the Board as a whole and the contribution of each individual Director;
  • To review the Board structure and size and the balance of appointments between Executive Directors and Non-Executive Directors;
  • To review the adequacy of committee structures of Board Committees;
  • To review the structure for management succession and development for the orderly succession of management.

Remuneration Committee

The duties and responsibilities of the Remuneration Committee are as follows:

  • To review annually and recommend to the Board the Company’s overall remuneration policy and guidelines for Executive Directors to ensure that the remuneration packages are strongly linked to performance;
  • 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;
  • To keep abreast with changes in the total remuneration packages in external market comparables, and review and recommend changes to the Board when necessary.

Risk Management Committee 

The duties and responsibilities of the Risk Management Committee are as follows:

  • To provide oversight on Naim’s Group Enterprise Risk Management
  • To establish risk framework and policies
  • To align risk strategy to the business strategy
  • To assist the Board in determining the Group’s risk appetite and tolerance levels, and communicating them appropriately
  • To review and approve the Corporate Risk Profile consolidated by the Risk Management Department in relation to Naim’s risk appetite and escalates key risks and the management controls/ action plans to the Board
  • To monitor, review and assess the material risks that the Group faces and whether controls and appropriate action plans are taken by the management to manage and mitigate significant risks with the objective of obtaining reasonable assurance that risk is being effectively managed and controlled
  • To ensure that early warning indicators are in place to alert management of potential risk events, and whether these indicators have been effectively communicated
  • To evaluate the possibility of emerging risks likely to happen in the future and the need to put in place the appropriate controls
  • To review the adequacy of the scope, functions and resources of the Risk Management Department and that it has the necessary authority to carry out its work
  • To review and oversee the activities of the Risk Management Department
  • To make necessary recommendations to the Board it deems appropriate within its remit where improvement is needed and/or necessary
  • Such other duties as the Committee deems appropriate or as delegated or authorised by the Board from time to time

Long-Term Incentive Plan Committee

The duties and responsibilities of this Committee are as follows:

  • To implement the provisions of the LTIP in accordance with its By-Laws
  • To determine the quantum of performance-linked incentives under the LTIP for eligible employees, including Executive Directors
  • To set and monitor the conditions to performance which are related to the grant of restricted share units and performance share units under the LTIP

Audit Committee

The Committee’s duties and responsibilities are:

  • To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly in the areas of internal control systems and financial reporting;
  • To facilitate liaison 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;
  • To undertake such additional duties as may be appropriate to assist the Board in carrying out its duties.