|Board Audit Committee
The Board Audit Committee shall carry out the following functions and duties:-
Review the quarterly results and annual financial statements of the Company and Group prior to the approval by the Board, focusing particularly on the following:-
- any changes in or implementation of major accounting policy changes;
- significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed;
- significant adjustments resulting from audit;
- the going concern assumption; and
- compliance with accounting standards and other legal requirements.
Review, with the Group’s Counsel, any legal matter that could have a significant impact on the Group’s financial statements (as and when necessary).
- Assess the quality and effectiveness of the systems of internal control and the efficiency of the Group’s operations, particularly those relating to areas of significant risks. Evaluate the process the Group has in place for assessing and continuously improving internal controls.
- Assess the internal process for determining and managing key risks other than those that are dealt with by other specific Board committees.
- Review the evaluation by the internal and external auditors of the Group’s system of internal control and thereafter report the same to the Board.
- Review External Audit reports and Management’s response and ensure that appropriate action is taken in respect of these reports and Audit Committee resolution.
- Approve the Internal Audit Charter and review the adequacy of the scope, functions, competency and resources of the internal audit function, and whether it has the necessary authority to carry out its work.
- Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function and of the Board Audit Committee and thereafter report the same to the Board. Where actions are not taken within an adequate timeframe by Management, the Board Audit Committee shall also report the same to the Board for its further action.
- Approve any appointment or termination of senior staff members of the internal audit function namely the Chief Internal Auditor and his Deputy.
- Review appraisals or assessments of performance of the Chief Internal Auditor and his Deputy.
- Take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
- Direct any special investigations to be carried out by Internal Audit as and when necessary and consider the major findings of the internal investigations and Management’s response.
- Recommend the nomination of external auditors, their audit fees and any question of resignation or dismissal of external auditors and thereafter report the same to the Board.
- Discuss with the external auditor before the audit commences, the nature and scope of the audit and ensure co-ordination where more than one audit firm is involved and thereafter report the same to the Board.
- Discuss problems and reservations arising from the internal and final audits, including assistance given by the employees and any matters the auditors may wish to discuss, in the absence of Management or Executive Directors where necessary.
- Review the external auditor’s management letter and Management’s response.
- Review the suitability and independence of the External Auditors.
- Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.
- Review the findings of any examinations by regulatory authorities
- Obtain regular updates from Management and the Group’s legal counsel regarding regulatory compliance matters.
- Review and consider any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.
- Annually review and reassess, the adequacy of the Terms of Reference of the Board Audit Committee (if necessary), with the assistance of Management, the external auditors and Legal Counsel.
- After the end of each financial year, verify that the allocation of employee share options to the Group’s eligible employees is in accordance with the Listing Requirements.
- Perform any other duties as may be directed by the Board from time to time.
|Board Nomination and Remuneration Committee
For Nominations, the BNRC shall:-
- Propose to the Board suitable candidates for appointment as Directors, Managing Director/Group Chief Executive Officer and Executive Directors (if any) in Pos Malaysia and consider the following aspects when considering new appointments on the Board:-
- The candidates’ skills, knowledge, expertise, experience, professionalism and integrity;
- In the case of candidates for the position of Independent Non-Executive Directors, the ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors; and
- Board diversity in terms of age, gender and culture.
- Propose to the Board the membership and Chairmanship of Board Committees.
- Review annually the Board structure, size, balance and composition to ensure that the Board comprises a majority of Non-Executive Directors and is in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad and has the appropriate mix of skills and experience. The Committee shall also review the core competencies which Non-executive Directors shall bring to the Board and other qualities to function effectively and efficiently.
- Propose succession planning for the Managing Director/Group Chief Executive Officer, Executive Director (if any) and Chief Level Officers.
- Recommend Director(s) who are retiring (by casual vacancy and by rotation) for re-election at the Company’s Annual General Meeting.
- Recommend Independent Director(s) who has/have served a cumulative term limit of nine (9) years for re-appointment at the Company’s Annual General Meeting.
- Deliberate and recommend any termination of membership of any Director of the Company (if necessary) due to appropriate reasons in accordance with the relevant laws and regulations.
- Ensure that all Board appointees undergo the necessary training programmes prescribed by the applicable statutory and regulatory bodies.
- Provide for adequate training and orientation for new directors with respect to the business, structure and management of the Company as well as the expectations of the Board with regards to their contribution to the Board and Group.
- Assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director, including Independent Non-Executive Directors, as well as the Managing Director/Group Chief Executive Officer and Executive Director (if any) and the Committee shall ensure that all assessments and evaluations carried out by the Committee in the discharge of all its functions shall be properly documented.
- Review the terms of office and performance of the Board Audit Committee and each of the members for recommendation to the Board annually to determine whether the Board Audit Committee and its members have carried out their duties in accordance with their Terms of Reference.
For Remuneration, the BNRC shall:-
- Establish and recommend to the Board the remuneration framework, structure and policy of the Managing Director/Group Chief Executive Officer, Executive Directors (if any) and Chief Level Officers as well as to review any changes to the same as and when necessary. The Committee may obtain independent professional advice and any other information necessary in determining the framework. This would include establishing a formal and transparent procedure in developing a policy on the remuneration and benefits of the Managing Director/Group Chief Executive Officer, Executive Director (if any) and Chief Level Officers.
- Recommend to the Board, the terms of employment of the Managing Director/Group Chief Executive Officer and the Executive Directors (if any).
- Recommend to the Board, proposal on the Managing Director/Group Chief Executive Officer’s and Executive Director’s (if any) remuneration and benefit including pension, share option and compensation payment (if any).
- Recommend to the Board performance contracts and key performance indicators (KPI) for the Managing Director/Group Chief Executive Officer and the Executive Director (if any) and to assess the Managing Director’s and Executive Director’s performance against these KPIs.
- Deliberate and recommend to the Board compensation commitments/severance payments for the Managing Director/Group Chief Executive Officer or Executive Director (if any) or any of the Chief Level Officers in the event of termination of the employment/ service contracts (if necessary) by the Company and/or the Group.
- Recommend to the Board the remuneration package and terms of employment of the Chief Level Officers.
- Recommend to the Board key performance indicators (KPIs) for the Chief Level Officers and the Chief Level Officers’ performance against these KPIs.
- Recommend to the Board, bonus payment for the Managing Director/Group Chief Executive Officer, Executive Directors (if any) and Chief Level Officers which should be made based on their respective performance relative to the KPI set.
- To deliberate and thereafter recommend to the Board of Directors for endorsement, the proposed appointment of Directors at Pos Malaysia’s active and operating subsidiaries, associate companies and investee companies together with their remuneration packages except in the case where the proposed appointed Directors are employees of Pos Malaysia Group.
- To endorse the proposed appointment of Directors at Pos Malaysia’s active and operating wholly owned subsidiaries in the case where the proposed appointed Directors are employees of Pos Malaysia Group and for the Board of Directors to thereafter be informed of the proposed appointment.
- Consider other matters as may be referred to the Committee by the Board.
|Board Tender Committee
The BTC shall :-
Tender related matters
- Determine its own procedures.
- Appoint sub-committees for technical and commercial evaluations, if necessary.
- Approve qualified tenderers or any tender & quotation subject to requirements as, in its opinion, it is most advantageous of the Company, although such tender may not be the lowest received, provided that if a tender other than the lowest be accepted, the reasons for accepting such tender, shall be recorded in the minutes.
- Not be bound to accept any tender or quotation and when it considers it advisable, may call fresh tenders or quotations.
- Has the right to refuse the release of any details of any tenderer, tender or quotation where confidentiality is a condition of the tender or, where it is deemed not to be in the Company’s interests.
- Review and approve the Company’s procurement policies and procedures including general evaluation criteria, anti-corruption policy and codes of conduct and thereafter recommend the said procurement policies and procedures to the Board for approval.
- Oversee and monitor the overall implementation of the Company’s Procurement Policy Guidelines and review the efficiency and effectiveness of the Company’s procurement processes.
Related Party Transaction/Recurrent Related Party Transaction
- Review any related party transaction/recurrent related party transaction to be undertaken by the Company or the Group which involves tender evaluation to ensure appropriate tender evaluation is conducted by the Management before submitting to the Board Audit Committee.
|Board Risk, Sustainability and Compliance Committee
The BRSC Committee shall: -
- Provide oversight, guidance and direction to the Group’s risk management functions and processes;
- Recommend the Group’s risk management policies, strategies and risk tolerance levels, and any proposed changes thereto for the Board’s consideration and approval;
- Ensure that Management integrates the necessary risk management processes into all business processes of the Group;
- Evaluate the effectiveness of the Enterprise Risk Management framework, risk management processes and support system to identify, assess, monitor and manage the Group’s key risks;
- Review the risk identification and management process developed by Management to confirm it is consistent with the Group’s strategy and business plan;
- Review Management’s assessment of risk on a quarterly basis and provide quarterly updates to the Board;
- Enquire Management and the independent auditor about the exposure to such risks in relation to significant business, political, financial and control risks;
- Assess the steps/actions Management has implemented or wish to implement to manage and mitigate identifiable risk, including the use of hedging and insurance;
- Deliberate on compliance related matters of the Group and review the effectiveness of systems for monitoring compliance with laws and regulations;
- Review findings, material issues or non-compliances highlighted by the regulatory authorities in relation to the regulated businesses of the Group;
- Deliberate, review and evaluate the existing compliance framework and to recommend measures for improvement by adopting the best practices;
- Review and ensure sustainability efforts are aligned to the Group’s long-term business and environment strategy;
- Ensure the effective management of significant and material economic, environment and social matters impacting the principal businesses of the Group;
- Provide a consolidated sustainability reporting and assurance to the Board to support the relevant statement(s) for disclosure in the Company’s annual report; and
- Perform any other roles and responsibilities as may be required by the Board from time to time and/or which are related to the objectives of the Committee.
|Board Digital - First Committee
The Committee shall:-
- Approve proposals made by Management on the Group’s flagship Digital-First related projects in line with the Company’s Limits of Authority;
- Review, deliberate and thereafter recommend to the Board for approval proposals made by Management on the Group’s flagship Digital-First related projects in line with the Company’s Limits of Authority;
- Review and assess the business case of the Group’s Digital-First related projects and their costing to ensure that proper decisions are made on the related investments and projects;
- Review and assess the Group’s Digital-First strategy to ensure its alignment with the Group’s Corporate Strategy and direction;
- Review and approve Digital-First related policies or recommend such policies to the Board of Directors for approval, as appropriate;
- Review on annual basis key emerging Digital-First trends that may affect the Group’s strategic plans, including potential significant changes to those trends;
- Review significant Digital-First issues affecting delivery of the Group’s strategic projects and thereafter make the necessary recommendations to the Board on action plans to address and mitigate the same;
- Receive reports from Management concerning the development and performance of the Group’s Digital-First projects; and
- Review all Digital-First related risks and the necessary risk assessment and risk mitigation plans proposed by Management.