BOARD RISK & COMPLIANCE COMMITTEE

1.0 INTRODUCTION
  1. The Board of Directors recognises that for Straits Inter Logistics Berhad (“Straits”) and its subsidiaries (“the Group”) to achieve its corporate objectives within acceptable risk, the Group needs to enhance its existing risk management process.
  2. The Terms of Reference (“TOR”) of the Board Risk & Compliance Committee (“BRCC”) aims to guide the BRCC with respect to its delegated responsibilities to assist the Board in fulfilling the Board’s statutory and fiduciary responsibilities in relation to governance, ethics & integrity and risk management.
  3. In addition, the TOR also recognizes and aims to adopt related better practices and guidance from the following documents:-
    3.1 The Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) issued by the Securities Commission
    3.2 Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers
    3.3 The Corporate Governance Guide – 3rd Edition issued by Bursa Malaysia Securities Berhad
  4. The key personnel of the business units are involved in the development of key Risk Profile/Register and the Corporate Risk Scored Report, its risk management tools/procedures, implementation and the continuous monitoring of these risks.
  5. The BRCC delegates to the Risk Management Committee (“RMC”) the responsibility for identification and management of operational risks, training and ensuring effective implementation and maintenance of operation and divisional level risk management system. In this respect, RMC will assist the BRCC by assuming direct responsibility for the routine risk management activities within the Group.
  6. The RMC provides updates on key risk management issues to the BRCC by providing regular reporting of its activities
  7. The TOR shall be assessed and reviewed and updated as and when necessary especially when there are changes to the Listing Requirements and MCCG 2017.Any change to the TOR shall be recommended to the Board for its approval.
2.0 PURPOSE
  1. The purpose of the BRCC is to assist the Board in fulfilling the Board’s statutory and fiduciary responsibilities in relation to governance, ethics & integrity and risk management.
  2. The existence of the Committee does not diminish the Board’s ultimate statutory and fiduciary responsibility for decision making relating to the functions and duties of the Committee.
3.0 ROLES

The BRCC has the overall responsibility for overseeing the Group’s risk management system, approving appropriate risk management practices and procedures to ensure effectiveness of risk identification, management and monitoring.

Its primary roles include the following:-

  • To assist and promote risk awareness so that risk identification, evaluation and management process and culture are adopted throughout the Group.
  • To ensure the effective implementation of risk policy and procedures.
  • To provide regular and timely reporting and update the Board on key risk management issues as well as ad-hoc evaluation and reporting of new ventures/ investments proposals.
  • To ensure that risk management is incorporated in the Statement of Internal Control for inclusion in the Company’s Annual Report and to recommend the same for the approval of the Board.
4.0 MEMBERSHIP
  1. The BRCC shall be appointed by the Board of Directors from amongst the Directors of the Company and shall comprise not fewer than three (3) members with at least one (1) member being Independent Non-Executive Director.
  2. The Chairman of the BRCC shall be a Non-Executive Director appointed by the Board.
  3. No Alternate Director shall be appointed as a member of the Committee
5. MEETING PROCEDURES

5.1 Frequency and calling
The BRCC shall meet at least twice a year and as and when required. The Chairman is required to call for a meeting of the BRCC, if requested to do so by any BRCC members or any Executive Directors.

5.2 Notice
The notice period convening the meeting of the BRCC shall be at least five (5) days, which may be waived with the consent of all members of the BRCC.

5.3 Quorum
A minimum of two (2) members of the BRCC shall form a quorum.

5.4 Attendees
In addition to members of the BRCC, representatives from the RMC shall normally attend meetings. The BRCC may, from time to time, invite any Board member or any other person to attend any of its meetings so as to ensure that the BRCC is able to perform its duties and obligations better.

5.5 Secretary
The Secretary of the Company shall serve as the Secretary of the BRCC.

5.6 Minutes of meeting
The Secretary shall be responsible for keeping the minutes of meetings of the BRCC, circulating them to the BRCC. Minutes shall also be circulated to all Directors and as appropriate, to attendees.
The Chairman shall report the proceedings of each BRCC meeting to the Board.

5.7 Participation in meetings by conferencing
All or any members of the BRCC may participate in a meeting of the BRCC by means of a tele-conference or video conference which allows all members of the BRCC participating in the meeting to communicate simultaneously with each other. A member of the BRCC 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. Such a meeting shall be deemed to take place where the largest group of those participating is assembled.

6. DUTIES
  1. Directs and oversees the formulation of the Group’s overall enterprise risk management framework and strategies to identify, assess and manage risks to ensure their relevance and appropriateness to the Group’s position and business
  2. To review the Enterprise Risk Profile/Register to ensure comprehensive and effective management of key risks
  3. To ensure that strategic risks are considered and addressed at Board level and Executive Directors level
  4. To follow-up on management risk treatment action plans reported by the RMC.
  5. To provide regular reporting and timely update on the operations of the ERM framework to the Board
  6. To propose to the Board the monetary threshold and qualitative criteria of proposed investment and/or new ventures, which require the evaluation and recommendation of the BRCC before submission to the Board
  7. To review investment and/or new venture proposals prepared by project sponsor which meet the aforesaid threshold and requisite qualitative criteria
  8. Reports to the Board, key business risks and seeks its approval on the management of key business risks that are aligned to the Group’s risk appetite
  9. Monitors the effectiveness and progress of management of key business risks and reports to the Board the status of key business risks
  10. To review any other matters at the request from the Board