Overview

Terms of Reference of the Board Governance and Risk Committee

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INTRODUCTION

It is one of the Board Committee established by Board of Directors (“Board”) of KPS Berhad to oversee the KPS Group’s risk management, compliance, integrity and governance. The Board Governance and Risk Committee (“BGRC”) is assisted by the Risk and Governance Working Committee (“RGWC”) established at Management level. The RGWC is responsible for formulating the risk management and compliance policy, monitoring its implementation, ensure principle risks management and compliance risks are identified with appropriate controls put in place and periodical risk management and compliance reports are submitted to the BGRC.

PURPOSE

The main objectives of BGRC are to oversee KPS’s Group:

  • Risk Management
  • Compliance
  • Integrity & Governance
  • Cybersecurity

SCOPE

Membership

  • Comprised of Non-Executive Directors (“NED”) and shall consist of not less than three (3) members of whom majority are Independent Directors (“INED”).
  • Chairman of BGRC shall be an INED.

Meetings and Quorum:

  • Meetings shall be held quarterly.
  • Quorum – Three (3) members.

Responsibilities:

  • The Board has ultimate responsibility for risk oversight, risk management, integrity, governance and compliance oversight. As a sub-committee of the Board, the BGRC is responsible to the Board for:
    • Risk Management
    • Compliance
    • Integrity & Governance
    • Cybersecurity
    • Other Responsibilities

Other Responsibilities:

  • The Head of Risk Management Department and Head of Legal and Compliance Department will have a reporting line to the BGRC, alongside an internal reporting line to the Managing Director/Group Chief Executive Officer (“MD/GCEO”) and Deputy Chief Executive Officer Finance & Corporate Services respectively and has direct access to the Chairman of BGRC.
  • The Head of IGU/Chief of Integrity and Governance Officer (“CIGO”) is ultimately responsible for reporting to the Board on the implementation of Integrity and Governance Unit (“IGU”) functions and BGRC to report issues of corruption, fraud, malpractice, and unethical conduct within the Company and KPS Group. Besides that, the CIGO is administratively reporting to MD/GCEO. In addition, CIGO also report to Bahagian Pengurusan Integriti Agensi (“BPIA”) on IGU Four (4) Core Functions/activities every sixth (6) months as required by BPIA.
  • The Committee shall not be delegated with decision making powers but shall report its recommendation to the Board for decision.

Authority:

  • The Committee is authorized by the Board to have access to professional advice from appropriate external advisers if deemed necessary. The Committee may meet with these external advisers without Management being present.

ASPECTS

  • Membership
  • Meetings and Quorum
  • Responsibilities
  • Other Responsibilities
  • Authority