1. Group Executive Committee
The Board has established the Group Executive Committee on 25 March 2008 and the members during the year are:
- Mr TIONG Kiew Chiong (Chairman)
- Mr WONG Khang Yen
- Mr LIEW Sam Ngan
- Ms TIONG Yijia
The Board has delegated the day-to-day operations of the Group’s business to the Group Executive Committee. Its duties and responsibilities include, among others:
- Monitoring and reviewing the operations in Hong Kong, Taiwan, North America, Malaysia and other Southeast Asian countries;
- Performing duties delegated by the Board and exercising the authorities and rights authorised by the same;
- Formulating strategies and business development plans, submitting the same to the Board for approval and implementing such strategies and business development plans thereafter; and
- Assisting the Board in conducting the review of the adequacy and effectiveness of the Group’s risk management and internal control system.
The Group Executive Committee meets regularly to deliberate and consider matters related to the Group’s business operations. During the year, the Group Executive Committee assisted the Board in reviewing the Group’s business performance and financial position, implementing new policies and business strategies required by the Board.
2. Audit Committee
The Audit Committee was established on 30 March 1999. It comprises entirely INEDs and the members are :
- Mr IP Koon Wing, Ernest (Chairman)
- Datuk CHONG Kee Yuon
- Mr KHOO Kar Khoon
The Audit Committee’s primary responsibilities include the review of and deliberation on the Group’s financial statements, the external auditor’s findings arising from the audit of the Group’s financial statements and the issues raised by Internal Audit Function together with the management’s responses thereon. A full Audit Committee Report detailing its composition, terms of reference and summary of activities during the year is set out on pages 88 to 91 of the Annual Report 2021/22.
Terms of Reference of Audit Committee
3. Nomination Committee
The Board established the Nomination Committee on 25 May 2005 which comprises entirely INEDs and its members during the year are:
- Mr KHOO Kar Khoon (Chairman)
- Mr IP Koon Wing, Ernest
- Datuk CHONG Kee Yuon
The duties and responsibilities of the Nomination Committee include, among others:
- Reviewing the structure, size and composition of the Board, including the required mix of skills, industry knowledge, experience and independence of the INEDs at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
- Assessing annually the effectiveness of the Board as a whole, the Board committees and the contribution of each individual director. All assessments and evaluations are documented for proper records; and
- Identifying and recommending new nominees to the Board and Board committees. The final decision as to who shall be appointed as a director remains the responsibility of the full Board, after considering the recommendation of the Nomination Committee.
During the year, the Nomination Committee met three times with the attendance of all the members. A summary of the key activities undertaken by the Nomination Committee is as follows:
- Reviewed the structure, size and composition of the Board and the Board committees including the board diversity and skill, and made recommendations to the Board concerning any adjustment thereof and/or the appointment of directors as the Nomination Committee deems necessary;
- Conducted the annual performance evaluation and reviewed the assessment results/findings prior to recommending the appropriate action to the Board for consideration;
- Reviewed the performance of the Audit Committee;
- Assessed the director’s training needs including the conduct of an induction program for the new directors;
- Recommended whether the directors who are retiring by rotation should stand for re-election at the AGM;
- Reviewed and recommended the appointment of new directors to the Board for consideration;
- Considered and recommended the renewal and new service contracts for the Board members;
- Reviewed the succession plans of the Board and senior management in order to ensure that there are appropriate plans in place to fill vacancies and to meet the Group’s future needs; and
- Reviewed the revised Terms of Reference of the Nomination Committee and the Board Diversity Policy in compliance with the Malaysian Code.
Terms of Reference of Nomination Committee
4. Remuneration Committee
The Board has established the Remuneration Committee on 25 May 2005 which comprises entirely INEDs and its members during the year are:
- Datuk CHONG Kee Yuon (Chairman)
- Mr KHOO Kar Khoon
- Mr IP Koon Wing, Ernest
The duties and responsibilities of the Remuneration Committee include, among others:
- Recommending to the Board on the Company’s policies and structure for directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing a remuneration policy; and
- Reviewing and recommending to the Board on the remuneration packages of individual executive directors, senior management, and the remuneration of NEDs; and.
Meetings of the Remuneration Committee are held as and when necessary and at least once a year. The Remuneration Committee has reviewed the amended remuneration policy and structure of the executive directors and senior management of the Company. It has also reviewed and recommended to the Board the specific remuneration packages including the terms of employment and performance-based bonus for the directors of the company and senior management of the Group.
Terms of Reference of Remuneration Committee
Memorandum of Association and New Bye-Laws
Statement on Corporate Governance
Statement on Risk Management and Internal Control
Procedures for Shareholders to Propose a Person for Election as a Director
Anti-Bribery and Corruption Policy
Remuneration Policy for Directors and Senior Management
Corporate Disclosure Policy Procedures
Directors’ Fit and Proper Policy
Policy for Assessing Suitability and Independence of External Auditors