To assist the Board in discharging its duties and responsibilities and to enhance its business and corporate efficiency and effectiveness, the Board has in place a governance framework for the Group. Specific powers of the Board are delegated to the relevant committees and the CEO, as depicted on pages 165-166 of the Annual Report 2021. BOARD OF DIRECTORS Led by the Chairman, the Board sets the Company’s values and standards and ensures that its obligations to its shareholders and other stakeholders are understood and met. Key responsibilities of the Board include, but are not limited to, the following: • Defining the Company’s strategic direction, financial policy, risk appetite, sustainability initiatives and performance as well as systems of internal control and risk management. • Providing thought leadership and advice in fine-tuning corporate strategies, and ensuring the effective execution of business strategies. • Overseeing the management of the affairs of Capital A towards enhancing business prosperity and corporate accountability. • Championing good governance and ethical practices in line with applicable laws. BOARD COMMITTEES Presently, the Board is supported by four (4) Committees which have been delegated responsibilities to oversee the Company’s affairs and authorised to act on behalf of the Board in accordance with their respective Terms of Reference (“TOR”). Audit Committee (“AC”) The AC assists the Board in fulfilling its oversight functions in relation to internal controls and financial reporting of the Company. The AC provides the Board with assurance on the quality and reliability of the financial information reported by the Company whilst promoting efficiency and good governance practices to ensure proper conduct and safeguarding of Capital A and its assets. Risk Management and Sustainability Committee The Board had on 3 December 2021 resolved that the Risk Management Committee (“RMC”) shall also undertake the responsibility of overseeing the sustainability activities of the Group, and to be renamed as the Risk Management and Sustainability Committee (“RMSC”). It supports the Board in fulfilling its responsibility for identifying significant risks and ensuring the implementation of appropriate systems to manage the overall risk and sustainability exposure of the Group. The RMSC also provides direction and advises on key sustainability indices that enhance investor valuation of the Company. Nomination and Remuneration Committee (“NRC”) The NRC assists the Board in discharging its responsibilities in the determination of the remuneration and compensation of the Directors and senior management of the Company. It recommends to the Board the remuneration policy for the Non-Executive Directors and senior management of the Company. The NRC also reviews the Chairman’s and CEO’s performance and recommends the rating thereof to the Board for its approval. The NRC is also responsible for assessing the performance of the Board and committees, as well as making recommendations on the nomination policy, succession planning framework, talent management, training programmes and any other matter related to the Directors and senior management. Safety Review Board (“SRB”) The SRB provides oversight over the effective and efficient implementation of the Group’s Safety Policy within the overall Group Safety Management System. The SRB also reviews regulations, standards and the latest best practices to ensure best-in-class safety standards across the Group. C O R P O R A T E G O V E R N A N C E A N N U A L R E P O R T 2 0 2 1 1 6 5
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