ROLES AND RESPONSIBILITIES The role of the RC is to provide holistic oversight on Risk and Risk Management of the Group, which will include but will not be limited to the following responsibilities: i. Oversee Enterprise Risk Management and Corruption Risk Management by: a. Reviewing and recommending the overall risk management strategies, framework and policies for the Board’s approval; b. Monitoring and reviewing the Management Risk Committee’s (MRC) periodic report on key risk profiles and risk management activities; c. Obtaining assurance from the Senior Management of the Group that the risk management and internal control system is operating adequately and effectively; and d. Reviewing the disclosure in the Statement on Risk Management and Internal Control in the Group’s Integrated Report. ii. Oversee Business Continuity Management by: a. Ensuring the Group adopts a sound and effective Business Continuity Management framework in order to safeguard the Group’s interests; and b. Ensuring that the Business Continuity Management framework is periodically reviewed and updated to reflect changes in the operating environment. iii. Reviewing all major investments and project business cases in accordance with established thresholds in the approved Limits of Authority, focusing on the following: a. Evaluate the potential risks and mitigating action plans associated with the investment or project; b. Monitor and review the implementation and effectiveness of mitigating action plans post-approval and highlight key risks to the Board; c. Evaluate the potential risks associated with funding options and costs and investment returns and making its recommendation to the Board for approval of the investment or project; and d. Reviewing investment or project proposals considered significant including new lines of business (e.g., businesses outside existing sectors, expansion across the industry value chains within the current sector and/or new franchise). iv. The detailed RC’s Terms of Reference (TOR) is accessible through the Company’s official website at www.bousteadplantations.com.my. RISK COMMITTEE REPORT ACTIVITIES DURING THE FINANCIAL YEAR During the year, the RC carried out its duties as set out in its TOR. The main activities undertaken were as follows: i. Reviewed the MRC’s report on key risks and risk management activities. Recommended additional controls to mitigate key risks either existing or emerging risks. ii. Placed necessary risk infrastructure encompassing the risk assessment process, organisational oversight, and reporting function to instil the appropriate discipline and control around continuously improving risk management capabilities. iii. Reviewed the Corporate Governance Overview Statement and Statement on Risk Management and Internal Control with Anti-Bribery Management System elements embedded prior to recommendation to the Board for approval for inclusion in the Company’s Integrated Report. iv. Reviewing investment, divestment, or project proposals considered significant including new lines of business, and recommend to the Board for consideration and approval purposes (where appropriate). For any recommendations made by the RC, the Company Secretary will issue an action item sheet to the Management for their action. RISK MANAGEMENT FUNCTION The risk management function, through the MRC, is entrusted with the responsibility of implementing and maintaining the Enterprise Risk Management Policy and Framework to achieve the following objectives: i. Communicate the Board’s vision, role, direction and priorities to all employees; ii. Identify, assess, treat, report and monitor significant risks in an effective manner; iii. Enable systematic risk review and reporting on key risks, existing control measures and any proposed action plan; and iv. Create a risk-aware culture and build the necessary knowledge for risk management at every level of management. The Enterprise Risk Management Policy and Framework is generally aligned with the principles of ISO 31000 which is an internationally recognised standard for risk management. All significant risks and issues evaluated by the MRC and/or major changes proposed by this committee will be discussed at the RC and Board of Directors’ meetings. Boustead Plantations Berhad 116
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