The Board
Its main functions include:

• charting the overall strategy and direction of the Group;
• reviewing and approving material transactions; and
• ensuring that a sound system of internal controls and risk management is in place.

The Board has established an Audit Committee, Nominating Committee and Remuneration Committee to assist it in the discharge of its responsibilities.

The Audit Committee
This Committee helps the Board fulfil its statutory and fiduciary responsibilities in relation to the financial reporting of the Group. It provides oversight of the integrity of financial statements, management of financial and control risks and monitoring of the internal control systems. Its main functions include:

• reviewing financial information prepared by the management for shareholders;
• reviewing and approving any changes made to the Company’s Code of Conduct;
• overseeing the Group’s risk management programme;
• approving internal and external audit plans, reviewing the audit findings and following up on implementation; and
• reviewing or approving the interested person transactions entered or proposed to be entered into during the year.

The Nominating Committee
The members of this Committee carry out their duties in accordance with the Terms of Reference defining their roles and responsibilities. The Committee’s main functions include:

• making recommendations to the Board on all Board appointments to ensure an appropriate mix of core competencies to fulfil the Board’s roles and responsibilities;
• assessing the directors’ abilities on an annual basis for the purpose of nominating them for re-election;
• managing succession planning of key management executives;
• ensuring a formal and transparent process for the appointment of new directors; and
• reviewing the effectiveness of the Board and the contributions of each individual director on an annual basis using a set of performance criteria.

The Remuneration Committee
This Committee comprises non-executive directors, the majority whom are independent, who carry out their duties in accordance with the Terms of Reference defining their roles and responsibilities. The main functions of the Committee include

• reviewing the remuneration of senior management and advising the Board on the framework of remuneration policies and fees payable; and
• putting in place remuneration policies that consist of both fixed and variable components, and reviewing short-term and long-term incentive plans to strengthen the pay for performance framework.

Risk Management Review
A risk management review is undertaken periodically to identify, evaluate and suggest ways to manage significant risks impacting the Group. Management identifies and assesses significant risks in terms of the likelihood of occurrence and magnitude of impact as well as puts in place mechanisms to manage, mitigate, avoid or eliminate these risks.

On an annual basis, risk registers are updated and a presentation is made to the Audit Committee on the significant risks, measures taken by management to address them and residual risk exposures impacting the Group.