The objectives of the Board Risk and Sustainability Committee (“BRSC” or “the Committee”) are to assist the Board of Directors of the Company (“the Board”) in fulfilling its duties in the following areas:
(i) To set risk management policies and provide an independent oversight of the risk appetite and the implementation and operations of the Group’s enterprise-wide risk management framework and integrity management framework;
(ii) To promote adequate awareness and understanding of risk including sustainability risk, bribery & corruption risks and controls by the Management and risk owners in order to safeguard stakeholders’ interests and add value to the Group;
(iii) To provide oversight, direction and counsel to
(iv) To incorporate sustainability considerations in the Company’s and Group’s purposes, value and strategies so as to create value for its business and stakeholders in the longer run as well as to support business continuity and competitiveness over the longer term.
The Committee shall be appointed by the Board amongst the Directors of the Company, comprising not fewer than three (3) members with a majority of them being independent directors of the Company.
The members of the Committee shall elect a Chairman from among themselves who shall be an independent director.
In the event of any vacancy in the Committee resulting in the number of the members being reduced to below three (3), the Board shall within three (3) months of that event fill the vacancy.
The terms of office and performance of the Committee and each of its members must be reviewed by the Nomination & Remuneration Committee annually to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.
Frequency
Meetings shall be held not less than four (4) times a year The Chairman may call for additional meetings and may invite appropriate officer of the Company or professional advisor to attend the meeting, at any time at the Chairman’s discretion.
In the interval between Board Risk and Sustainability Committee meetings, for exceptional matters requiring urgent decisions, the Committee’s approvals are sought via circular resolutions which are attached with sufficient information required for an informed decision.
Quorum
The quorum for the BRSC meeting shall be three (3).
Secretary
The Company Secretary shall be the Secretary of the Committee or in his/her absence, another person authorised by the Chairman of the Committee.
Minutes
The Company Secretary shall maintain minutes of each meeting of the Committee and the minutes shall be circulated to each member of the Committee and also the members of the Board for notation.
Reporting Procedure
The Chairman of the Committee shall report the proceedings of each Committee’s meeting to the Board.
The Committee is empowered and granted the authority by the Board to:
(i) have all the necessary resources required to perform its duties including direct communication with Risk Management team and Internal Audit team, and Integrity Unit as well as Group Sustainability Committee, whenever deemed necessary;
(ii) obtain relevant internal or external professional and independent advice as it deemed necessary to assist the Committee to discharge its roles and duties; and
(iii) have access to any information pertaining to the risk and integrity management and sustainability activities of the WCT Group.
The Committee shall be assisted by an in-house Risk Management team, Integrity Unit and the Group Sustainability Committee, which will support the Committee in discharging its duties and responsibilities.
The duties and responsibilities of the Committee are as follows:
(i) To review the risk management policies of WCT Group which addresses key elements of the enterprise-wide risk management framework, integrity management framework, risk appetite, strategy, processes and methodology.
(ii) To oversee and monitor the adequacy and effectiveness of the risk management and anti-bribery & anti-corruption systems 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, Risk Management team and Integrity Unit:
• the guidelines and policies governing the Group’s significant processes for risk assessment, risk management and anti-bribery & anti-corruption systems;
• the validity of the identified risks and ensuring appropriate actions are taken to mitigate the risks;
• the adequacy of infrastructure, resources and systems that are available for an effective and efficient risk management and anti-bribery & anti-corruption process; and
• the periodic reports on risk exposure, risk portfolio, composition and risk management and anti-bribery & anti-corruption activities.
(iv) To report to the Board on the Group’s risk exposures, including the review on the risk management framework and integrity management framework used to monitor the risk exposures and the Management’s views on the acceptable and appropriate level of risks faced by respective business units/division of the Group.
(v) To review and advise the Board on the potential risk strategies and, if deemed fit, to recommend to the Board of Directors of the Company to approve any acquisitions, investment and/or divestments of assets or properties, including any acquisition of landed properties via outright purchase and/or joint venture (but excluding any acquisitions of plant and equipment in the ordinary course of business of the Group), the value of which exceeds RM10,000,000 (Ringgit Malaysia Ten Million) in value.
(vi) 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.
(vii) To recommend to the Board for approval the sustainability strategies and policies as well as sustainability matters identified as material.
(viii) To support and provide oversight the implementation of the Company’s and the Group’s sustainability strategy, initiatives, policies and practices as approved by the Board including setting and assessing of targets and measuring the performance against targets and to report to the Board on the same regularly.
(ix) To review the Statement on Risk Management and Internal Control, Sustainability Statement as well as other disclosure concerning the activities of the Committee, for inclusion in the Company’s Annual Report and recommend the same for approvals of the Board.
(x) To review periodically the Anti-Bribery and Anti-Corruption Policy and the Anti-Bribery and Anti-Corruption Standard Operating Procedures, to ensure that they continue to remain relevant and appropriate.
