BOARD SUB-COMMITTEES

  1. COMPANY PROFILE
  2. BOARD SUB-COMMITTEES

Terms of reference of Finance Committee

  1. Membership
    1.  The Committee shall comprise of at least 3 non-executive members appointed by the Board.
    2.  The Chairperson of the Board shall not be a member of the Committee.
    3.  The General Manager may be a member of the Committee.
    4.  The Board shall satisfy itself that the Chairperson of the Committee and at least one member of the Committee has recent and relevant management and financial experience.
  2. Secretary

    The secretary to the Board shall act as the secretary of the Committee and will ensure that the members receive information and papers in a timely manner to enable full and proper consideration to be given to the issues.

  3. Quorum

    The quorum for decisions of the Committee shall be any two members present throughout the meeting who shall vote on the matter for decision of recommendation to the Board. No business shall be transacted at a meeting of the Committee if a quorum is not present.

  4. Meetings
    1.   The Committee’s Chairperson in consultation with the Corporate Secretary shall determine the frequency and timing of the Committee’s meetings. However, there should not be less than one meeting per month.
    2.   Meeting should be organised with a view to maximising attendance.
    3.   The Corporate Secretary at the request of the Chairperson shall call the meetings of the Committee.
    4.   Outside of the formal meetings, the Committee Chairperson should maintain a dialogue with key individuals involved in the organisation’s financial activities, including the Board Chairperson, the General Manger, the Chief Financial Officer (CFO), the Corporate Finance Manager (CFM) and the External Auditor.
    5.   The notice of each meeting of the Committee confirming the venue, time and date and including an agenda of items to be discussed shall, other than under exceptional circumstances, be forwarded to each member of the Committee and to any other attendees not less than three (3) business days to enable a proper consideration of the agenda matters. The said notice period may be waived, should all members entitled to receive notice of the meeting agree to the waiver or attend the meeting without protest.
    6.   Only members of the Committee have the right to attend committee meetings. However, the CFO, the CFM and the General Manager, should he not already be a member of the Committee, shall be permanent attendees of the Committee meetings. Other non-members may be invited to attend a particular meeting or for a particular agenda item if deemed necessary by the Committee.
    7.   The Corporate Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
    8.   Minutes of meetings shall be circulated promptly to all members of the Committee once validated by the Chairperson and shall then be circulated to other members of the Board unless not deemed appropriate by the Committee Chairperson.
    9.   A sufficient interval should be allowed between Committee meetings and Board meetings to allow any work arising from the Committee meetings to be performed and reported to the Board accordingly.
    10.   Members of the Committee may participate in a meeting of the Committee by means of teleconference or video conference through which all persons participating in the meeting can hear and be heard.
  5. Duties
    1.   Review of financial policies and strategies, and making recommendations to the Board;
    2.   Examination of tender evaluation reports prepared by Management in respect of tenders whose value exceeds Rs 10 million, and submitting recommendations to the Board for their award;
    3.   Examination of Annual Budgets, Cash Flow Statements and Management Accounts;
    4.   Examination and review of the annual financial statements, jointly with the Audit, Risk and Good Governance Committee;
    5.   Examination of accounting and auditing concerns identified by internal and external audit, jointly with the Audit, Risk and Good Governance Committee;
    6.   Providing advice on financing arrangement and structure, jointly with the Audit, Risk and Good Governance Committee; and
    7. Analysis of proposals for tariff review.
  6. Reporting Responsibility
    1.   The Chairperson of the Committee shall report all matters in connection with the Committee’s duties and responsibilities to the Board at the ensuing Board meeting, or alternatively within a reasonable delay following meetings of the Committee.
    2.   The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
  7. Other Matters
      The Committee shall:
    1.   Have access to outside or other independent professional advice as it considers necessary to carry out its duties;
    2.   Have access to sufficient resources to carry out its duties, including access to the Corporate Secretary for assistance as required;
    3.   Be provided with appropriate and timely training, both in form of an induction programme for new members and on-going basis for all members;
    4.   Give due consideration to laws, regulations and any published guidelines or recommendations that will impact on the activities of the Committee;
    5.   Review terms of reference, as and when deemed necessary, and submit to the Board for approval
  8. Authority
      The Committee is authorised to:
    1.   Seek any information it requires from any employee of the organisation in order to perform its duties;
    2.   Obtain, at the organisation’s expense, independent legal, accounting or other professional advice on any matter which falls within its terms of reference, if circumstances so warrant;
    3.   Call any employee of the organisation to be questioned at a meeting of the Committee as and when required;
    4.   Have the right to report in the organisation’s annual report, details of any issues that cannot be resolved between the Committee and the Board


Terms of reference of Human Resource Committee

  1. Membership
    1.  The Committee shall comprise of at least 3 non-executive members appointed by the Board.
    2.  The Chairperson of the Board shall not be a member of the Committee.
    3.  The General Manager may be a member of the Committee.
  2. Secretary

    The secretary to the Board shall act as the secretary of the Committee and will ensure that the members receive information and papers in a timely manner to enable full and proper consideration to be given to the issues.

  3. Quorum

    The quorum for decisions of the Committee shall be any two members present throughout the meeting who shall vote on the matter for decision of recommendation to the Board. No business shall be transacted at a meeting of the Committee if a quorum is not present.

  4. Meetings
    1.   The Committee’s Chairperson in consultation with the Corporate Secretary shall determine the frequency and timing of the Committee’s meetings. However, there should not be less than one meeting per month.
    2.   Meeting should be organised with a view to maximising attendance.
    3.   The Corporate Secretary at the request of the Chairperson shall call the meetings of the Committee.
    4.   Outside of the formal meetings, the Committee Chairperson should maintain a dialogue with key individuals involved in the organisation’s governance, including the Board Chairperson, the General Manger and the Human Resource Manager.
    5.   The notice of each meeting of the Committee confirming the venue, time and date and including an agenda of items to be discussed shall, other than under exceptional circumstances, be forwarded to each member of the Committee and to any other attendees not less than three (3) business days to enable a proper consideration of the agenda matters. The said notice period may be waived, should all members entitled to receive notice of the meeting agree to the waiver.
    6.   Only members of the Committee have the right to attend committee meetings. However, the Human Resource Manager (or any of his/her representative) and the General Manager, should he not already be a member of the Committee, shall be a permanent attendee of the Committee meetings. Other non-members may be invited to attend a particular meeting or for a particular agenda item if deemed necessary by the Committee.
    7.   The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
    8.   Minutes of meetings shall be circulated promptly to all members of the Committee once validated by the Chairperson and shall then be circulated to other members of the Board unless not deemed appropriate by the Committee Chairperson.
    9.   A sufficient interval should be allowed between Committee meetings and Board meetings to allow any work arising from the Committee meetings to be performed and reported to the Board accordingly.
    10.   Members of the Committee may participate in a meeting of the Committee by means of teleconference or video conference through which all persons participating in the meeting can hear and be heard.
  5. Duties
      The duties of the Committee comprise mainly to making recommendation to the Board on matters relating to, inter-alia:
    1.   Human resource strategies;
    2.   Selection and appointment;
    3.   Remuneration and performance management;
    4.   Training and development;
    5.   Industrial relations;
    6.   Occupational safety and health;
    7.   Welfare; and
    8.   Manpower and Succession planning.
  6. Reporting Responsibility
    1.   The Chairperson of the Committee shall report all matters in connection with the Committee’s duties and responsibilities to the Board at the ensuing Board meeting, or alternatively within a reasonable delay following meetings of the Committee.
    2.   The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
  7. Other Matters
      The Committee shall:
    1.   Have access to outside or other independent professional advice as it considers necessary to carry out its duties;
    2.   Have access to sufficient resources to carry out its duties, including access to the Corporate Secretary for assistance as required;
    3.   Be provided with appropriate and timely training, both in form of an induction programme for new members and on-going basis for all members;
    4.   Give due consideration to laws, regulations and any published guidelines or recommendations that will impact on the activities of the Committee;
    5.   Review the terms of reference as and when deemed necessary to the Board for approval
  8. Authority
      The Committee is authorised to:
    1.   Seek any information it requires from any employee of the organisation in order to perform its duties;
    2.   Obtain, at the organisation’s expense, independent legal, accounting or other professional advice on any matter which falls within its terms of reference, if circumstances so warrant;
    3.   Call any employee of the organisation to be questioned at a meeting of the Committee as and when required;
    4.   Have the right to report in the organisation’s annual report, details of any issues that cannot be resolved between the Committee and the Board


Terms of reference of Audit, Risk & Good Governance Committee

  1. Membership
    1.  The Committee shall comprise of at least 3 non-executive members appointed by the Board.
    2.  The Chairperson of the Board and the General Manager shall not be a member of the Committee.
    3.  The Board shall satisfy itself that the Chairperson of the Committee and at least one member of the Committee has recent and relevant management and financial experience.
    4.  The Committee can be comprised of a non-board member, with specific skill in either risk management or financial field, to complement the committee.
  2. Secretary

    The secretary to the Board shall act as the secretary of the Committee and will ensure that the members receive information and papers in a timely manner to enable full and proper consideration to be given to the issues.

  3. Quorum

    The quorum for decisions of the Committee shall be any two members present throughout the meeting who shall vote on the matter for decision of recommendation to the Board. No business shall be transacted at a meeting of the Committee if a quorum is not present.

  4. Meetings
    1.   The Committee’s Chairperson in consultation with the Corporate Secretary shall determine the frequency and timing of the Committee’s meetings. However, there should not be less than four meetings annually.
    2.   Meeting should be organised with a view to maximising attendance.
    3.   Meetings of the Committee shall be called by the Corporate Secretary at the request of the Chairperson or any of its members.
    4.   Outside of the formal meetings, the Committee Chairperson should maintain a dialogue with key individuals involved in the organisation’s governance, including the Board Chairperson, the General Manger, the Chief Financial Officer (‘CFO’), Chief Internal Auditor (‘CIA’) and the External Auditor.
    5.   The notice of each meeting of the Committee confirming the venue, time and date and including an agenda of items to be discussed shall, other than under exceptional circumstances, be forwarded to each member of the Committee and to any other attendees not less than three (3) business days to enable a proper consideration of the agenda matters. The said notice period may be waived, should all members entitled to receive notice of the meeting agree to the waiver or attend the meeting without protest.
    6.   Only members of the Committee have the right to attend committee meetings. However, the CIA and the General Manager shall be a permanent attendee of the Committee meetings whilst the CFO Manager and external auditor may be invited to attend meetings of the Committee. Other non-members may be invited to attend a particular meeting or for a particular agenda item if deemed necessary by the Committee.
    7.   The CIA shall be authorised to attend the ARGG Committee meeting, without the presence of Management at least once annually.
    8.   The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
    9.   Minutes of meetings shall be circulated promptly to all members of the Committee once validated by the Chairperson and shall then be circulated to other members of the Board unless not deemed appropriate by the Committee Chairperson.
    10.   A sufficient interval should be allowed between Committee meetings and Board meetings to allow any work arising from the Committee meetings to be performed and reported to the Board accordingly.
    11.   Members of the Committee may participate in a meeting of the Committee by means of teleconference or video conference through which all persons participating in the meeting can hear and be heard.
  5. Duties
    1.   Monitoring important risk areas and ensuring that these are being effectively addressed by Management;
    2.   Monitoring the effectiveness of the system of internal control, accounting practices, information systems and internal audit;
    3.   Evaluation of the financial management and auditing policies of the organisation and its wholly-owned subsidiaries;
    4.   Review of the financial reporting process to ensure compliance by the organisation and its wholly-owned subsidiaries with the applicable laws and regulations;
    5.   Examination and review of the annual financial statements, jointly with the Finance Committee;
    6.   Examination of accounting and auditing concerns identified by internal and external audit, jointly with the Finance Committee;
    7.   Ensuring integration of internal control and risk management practices;
    8.   Making recommendations to the Board on risk policies;
    9.   Examination of risk reports on the following:
      • Cash flow position of the CEB,
      • Market changes,
      • The current situation in terms of interest rates, exchange rates and commodity prices and forecasts; and
    10.   Providing advice on financing arrangement and structure, jointly with the Finance Committee.
  6. Reporting Responsibility
    1.   The Chairperson of the Committee shall report all matters in connection with the Committee’s duties and responsibilities to the Board at the ensuing Board meeting, or alternatively within a reasonable delay following meetings of the Committee.
    2.   The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
  7. Other Matters
      The Committee shall:
    1.   Have access to outside or other independent professional advice as it considers necessary to carry out its duties;
    2.   Have access to sufficient resources to carry out its duties, including access to the Corporate Secretary for assistance as required;
    3.   Be provided with appropriate and timely training, both in form of an induction programme for new members and on-going basis for all members;
    4.   Give due consideration to laws, regulations and any published guidelines or recommendations that will impact on the activities of the Committee;
    5.   Oversee any investigation of activities which are within its terms of reference;
    6.   Review the terms of reference as and when deemed necessary, and submit to the Board for approval
  8. Authority
      The Committee is authorised to:
    1.   Seek any information it requires from any employee of the organisation in order to perform its duties;
    2.   Obtain, at the organisation’s expense, independent legal, accounting or other professional advice on any matter which falls within its terms of reference, if circumstances so warrant;
    3.   Call any employee of the organisation to be questioned at a meeting of the Committee as and when required;
    4.   Have the right to report in the organisation’s annual report, details of any issues that cannot be resolved between the Committee and the Board