Risk Management Committee – Terms of Reference
The Risk Management Committee (“Committee”) shall be appointed by the Board of Directors (“Board”) of Oxford Innotech Berhad (“Company”) amongst the Directors of the Company, subject to the following requirements:-
(1) the Committee must be composed of not fewer than three (3) members, comprising a majority of independent non-executive directors of the Company; and
(2) The Chairman of the Committee shall be appointed by the Board, whom shall be an Independent Non-Executive Director and shall not be the Chairman of the Board.
In the event of any vacancy in the Committee, the Board shall fill the vacancy within three (3) months of such vacancy.
The terms of office and performance of the Committee and each of its members must be reviewed by the Nomination and Remuneration Committee and the Board annually to determine whether the Committee and its members have carried out their duties in accordance with the terms of reference herein.
Frequency
Meetings of the Committee shall be held not less than two (2) times a year, with additional meetings being convened as and when necessary at the discretion of the Chairman of the Committee.
In the interval between the Committee meetings, for any matter requiring urgent decision, the Committee’s approval may be sought via a circular written resolution to be signed by a majority of the Committee members, and such resolution shall be accompanied with sufficient information for an informed decision by the Committee members.
Quorum
Any two (2) members of the Committee shall form a quorum for a meeting of the Committee provided that the majority of members present must be Independent Non-Executive Directors.
In the absence of the Chairman of the Committee, the members present shall elect any one of the members present as chairman of the Committee meeting.
Any member of the Committee may participate in any meeting of the Committee via telephone conferencing, video conferencing or by means of any communication equipment.media which allows all persons participating in the meeting to hear one another. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
Secretary
The Company Secretary or in his/her absence, another person appointed by the Chairman of the Committee shall be the Secretary of the Committee. The Secretary of the Committee shall be responsible for issuing the notice of a Committee meeting containing agenda of the meeting as approved by the Chairman of the Committee before circulating it together with explanatory statements and other supporting documents to the Committee members prior to each meeting. The Secretary is also responsible for keeping the minutes of meetings of the Committee, circulating them to the Committee members, the Board members and any other person(s) as instructed by the Committee for following up on outstanding matters.
The Secretary shall keep the minutes of meetings properly filed and shall produce the minutes of meetings for inspection when necessary.
Reporting Procedure
The minutes of each Committee meeting and any circular written resolutions approved by the Committee shall be circulated by the Secretary of the Committee to all members of the Board for information.
Attendance
Other Directors and employees, may be invited by the Committee to attend any particular meeting of the Committee.
(1) The Committee is authorised by the Board to carry out its duties and responsibilities within its terms of reference. It is authorised to seek any information it requires from any employee and all employees shall be directed to cooperate on any request made by the Committee.
(2) The Committee is authorised by the Board to obtain legal advice or other independent professional advice if it deems or considers necessary.
The functions, duties and responsibilities of the Committee shall include the following:-
(i) to review the risk management policies of the Group which addresses key elements of the enterprise risk management framework, risk appetite, strategies, processes and methodology;
(ii) to oversee and monitor the adequacy and effectiveness of the risk management system put in place by the management are in tandem with the changing business circumstances to safeguard shareholders’ interests and the Group’s assets;
(iii) to review and discuss with the Management :
(1) the guidelines and policies governing the Group’s significant processes for risk assessment and risk management;
(2) the validity of the identified risks and ensuring appropriate actions are taken to mitigate the risks;
(3) the adequacy of infrastructure, resources and systems that are available for an effective and efficient risk management process; and
(4) the periodic reports on risk exposure, risk portfolio, composition and risk management activities.
(iv) to report to the Board on the Group’s risk exposures, including the review on the risk assessment framework used to monitor the risk exposures and the level of risks faced by the Group and actions taken by the respective business units/division of the Group to address the risks;
(v) To review the identified significant and material economic, environment and social (“EES”) risks and opportunities against existing sustainable business practices and reporting framework and ensuring the effective management of such EES risks and opportunities impacting the principal businesses of the Group;
(vi) To review the Statement on Risk Management and Internal Control, Sustainability Statement as well as other disclosures concerning the activities of the Committee, for inclusion in the Company’s Annual Report and recommend the same for approval of the Board;
(vii) To review periodically the Anti-Bribery and Anti-Corruption Policy to ensure that they continue to remain relevant and appropriate; and
(viii) To undertake such other functions or assignments as may be delegated and authorised by the Board.
V. REVIEW AND AMENDMENTS
The Term of Reference of the Risk Management Committee shall be reviewed by the Committee periodically or where necessary to take into consideration the prevailing laws and regulations from time to time. Any amendments to Terms of Reference of the Risk Management Committee shall be subject to the approval by the Board.