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Annual Report 2017


statement on

corporate governance

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. Each Committee is chaired by Independent Non-

Executive Directors.

The role, responsibilities, composition and structure 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:

1.9.1 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. The details of the Group’s risk management

framework are elaborated in the Statement on Risk Management and Internal Control of this Annual Report.

The Terms of Reference of the Audit Committee is available on the Company’s website at


1.9.2 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


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

Assessed and evaluated the effectiveness of the Board as a whole and each Board Committee;

Assessed and evaluated the effectiveness of the individual Audit Committee members by the Directors;