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(11817-V) |

Annual Report


1.8 Board Committees

The Board has delegated certain responsibilities to the Board Committees which operate within

defined terms of reference approved by the Board to assist the Board in discharging its fiduciary duties

and responsibilities. The Board Committees include the Audit Committee, Nomination Committee,

Remuneration Committee and Options Committee. The Board Committee exercise transparency and

full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are

presented to the Board with the appropriate recommendations. The ultimate responsibility for the final

decision on all matters however, lies with the Board.

The authority and the functions of these Board Committees are clearly defined in their respective Terms

of Reference (“TOR”), which are available on the Company’s website at


Details of composition of the Board Committees and a summary of the respective Committees’ TOR are

as follows:

1.8.1 Audit Committee

The Board is also assisted by the Audit Committee whose members, terms of reference and

activities for the year under review are presented in the Report of the Audit Committee in this

Annual Report.

The Risk Management Committee (“RMC”) has been established as a sub-committee of the

Audit Committee to support the Audit Committee in providing oversight, direction and counsel

to the Group’s risk management process. The RMC is composed of senior management of the

Group and is chaired by the Group MD. The role of the RMC is documented in a defined terms

of reference that has been approved by the Board. The RMC is not authorized to implement its

recommendations on behalf of the Audit Committee but shall make the relevant recommendations

to the Audit Committee for its consideration and implementation.

1.8.2 Nomination Committee

The Nomination Committee, which was established on 23 November 2001, has been entrusted

with the following duties and/or responsibilities:

Review contribution of individual Directors and effectiveness of the Board as a whole with

its mix of skills and experience and other qualities, including core competencies which each

Director shall bring to the Board;

Make recommendations to the Board on candidates for directorship on the Board of the

Company and its Group subsidiaries;

Recommend suitable orientation, educational and training programmes to continuously train

and equip both existing and new Directors; and

Examine the size of the Board to determine its effectiveness.

The following activities were carried out by the Nomination Committee during the financial year

ended 31 March 2016:

Reviewed the current size and composition of the Board and Board Committees;