Terms of Reference For Risk Management Committee

OBJECTIVES

The primary objective of the Risk Management Committee is to assist Xian Leng Holdings Berhad (“XLB” or “the Company”) Board of Directors to fulfill its responsibilities with regard to risk management in order to manage overall risk exposure for XLH. The Risk Management Committee is also responsible to determine that there is a robust process in place for identifying, assessing and monitoring key business risks to safeguard shareholders’ investment and the Company’s assets.

 

COMPOSITION

The Board of Directors shall appoint the Risk Management Committee members from amongst the Directors of the Company. The Risk Management Committee shall comprise not less than three (3) members of whom:-

  • Majority of the Committee members must be Independent Directors, one (1) of whom shall be an Audit Committee member.
  • No Alternate Director shall be appointed as a member of the Risk Management Committee;

If a member of the Risk Management Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

 

CHAIRMAN

The members of the Risk Management Committee shall elect a Chairman from among their number who shall be an Independent Director. The Board shall, within three (3) months of a vacancy occurring in the chairmanship, elect a new Chairman from among their numbers who is an Independent Director.

 

QUORUM

The quorum of the Risk Management Committee shall be two (2) of whom the majority of members present shall be Independent Directors.

 

ATTENDANCE AND MEETINGS

Apart from the members of the Risk Management Committee who will be present at the meetings, the Risk Management Committee may invite any member of the management, employees, other Directors and representatives of the Internal Auditors or External Auditors to be present at meetings of the Risk Management Committee.

The Risk Management Committee shall meet at least one (1) time a year and such additional meetings as the Chairman shall decide in order to fulfill its duties. In addition, the Chairman may call a meeting of the Risk Management Committee if, a request is made by any Risk Management Committee member, the Company’s Managing Director, or the Internal or External Auditors.

Minutes of each Risk Management Committee meeting are to be prepared and sent to its members. The Chairman shall also report on each meeting to the Board.

 

SECRETARY

The Company Secretary shall be the Secretary of the Risk Management Committee.

 

FUNCTIONS AND RESPONSIBILITIES 

 

The functions and responsibilities of the Risk Management Committee shall include the following:-

  • Review and monitor Group’s risk management framework and activities;
  • Review and recommend risk management strategies and level of risk tolerance for the Board’s approval;
  • Identify, assess and monitor key business risks and review the extent to which key business risks are being managed and ensure appropriate actions are taken to mitigate the risk;
  • Ensure the infrastructure, resources and systems are in place and adequate for risk management;
  • Receive and review the risk register and risk management report on major risk exposure and steps taken to monitor, control and mitigate the risk;
  • Perform any other function that maybe determined by the Board when deemed necessary and appropriate.

 

RIGHTS OF THE RISK MANAGEMENT COMMITTEE

The Risk Management Committee shall, wherever necessary and reasonable for its performance of its duties and in accordance with a procedure to be determined by the Board of Directors and at the Company’s cost:-

  • Have authority to investigate any matter within its terms of reference;
  • Have authority to request any information relevant to its activities from any employee of the Company or the Group and all employees are directed to cooperate with any request made by the Committee; and
  • Have the ability to consult independent experts where they consider it necessary to carry out their duties.

 

Reviewed and approved by Risk Management Committee and Board on 21 December 2020