Terms of Reference - Investor Relations | Selangor Dredging Berhad

TERMS OF REFERENCE

NOMINATING COMMITTEE

1.0 MEMBERS
The Committee shall be appointed by the Board of Directors and shall consist of not less than 2 members composed exclusively of non-executive directors, the majority of whom shall be independent directors with the responsibility for proposing new committees to the board and for assessing directors on an ongoing basis. The actual decision as to who should be nominated should be the responsibility of the full board after considering the recommendations of such a committee.
In the event of any vacancy in the Committee resulting in the non-compliance of the above, the Company must fill the vacancy within 3 months.
The Board of Directors must review the term of office and performance of the Committee and each of its members at least once every 3 years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.
2.0 CHAIRMAN
The Chairman shall be elected by the Committee from among their members
3.0 FUNCTIONS
The Chairman shall be elected by the Committee from among their members.
The Committee shall:-
recommend to the board candidates for all directorships to be filled by the shareholders of the board. In making its recommendations, the nominating committee should consider the candidates’-
Skills, knowledge, expertise and experience;
Professionalism;
Integrity; and
In the case of candidates for the position of independent non-executive directors, the nominating committee should also evaluate the candidates’ ability to discharge such
responsibilities/functions as expected from independent non-executive directors;
consider, in making its recommendations, candidates for directorships proposed by the Managing Director and, within the bounds of practicability, by any other senior executive or any director or shareholder;
review annually the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the board and thereafter, recommend its findings to the board and for disclosure in the annual report;
assess annually the effectiveness of the board as a whole, the committees of the board and the contribution of each existing individual director and thereafter, recommend its findings to the board;
annually carry out a process implemented by the board, for assessing the effectiveness of the board as a whole, the Committees of the board, and for assessing the contribution of each individual director, including independent non-executive directors as well as the executive directors and all assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented; and
identify, evaluate and recommend candidates for appointment as secretary.
4.0 STRUCTURES AND PROCEDURES
The Committee should meet regularly, with due notice of issues to be discussed and should record its deliberations, in terms of the issues discussed, and the conclusions in discharging its duties and responsibilities. The Committee should disclose the number of committee meetings held in a year and the details of attendance of each individual member in respect of meetings held. The quorum shall be 2 members with majority of independent directors.
The Committee should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction and control of the Committee is firmly in its hands.
The Committee should be entitled to the services of a secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the Company’s own records and for the purposes of meeting statutory requirements, as well as obligations arising from the Listing Requirements of Bursa Malaysia Securities Berhad and/or other regulatory authorities.
5.0 ACCESS TO ADVICE
In furtherance to their duties as the Committee’s members of the Company, there should be an agreed procedure for the members, whether as a full Committee or in their individual capacity, to take independent professional advice at the Company’s expense, if necessary.

AUDIT COMMITTEE

1.0 CONSTITUTION
The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee.
2.0 MEMBERSHIP
The Committee shall be appointed by the Board from amongst the Directors of the Company and consist of not fewer than three members, all members must be non executive directors, with a majority of whom should be Independent Directors.
At least one member of the Audit Committee:
must be a member of the Malaysian Institute of Accountants; or
if he is not a member of Malaysian Institute of Accountants, he must have at least three years working experience and :
he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967;
he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967; or
fulfils such other requirements as prescribed or approved by the Exchange.
The Board must ensure that no alternate director is appointed as a member of the Audit Committee.
The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director.
In the event of any vacancy in the Committee resulting in the number of members being reduced to below three, the Board of Directors must fill the vacancy within three months.
No former key audit partner shall be appointed as a member of the Committee before first observing a cooling-off period of at least 3 years.
3.0 AUTHORITY
The Committee shall in accordance with a procedure to be determined:
have authority to investigate any matter within its terms of reference;
have the resources which are required to perform its duties;
have full and unrestricted access to any information pertaining to the Company or group;
have direct communication channels with the external auditors and person(s) carrying the internal audit function or activity;
be able to obtain independent professional or other advice; and
be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.
4.0 FUNCTIONS
The duties of the Committee include:
to review the following and report the same to the Board of Directors of the Company:
with the external auditors, the audit plan, including the scope of work to ascertain that will meet the needs of the Board, the shareholders and regulatory authorities;
with the external auditors, the evaluation of the system of internal accounting controls;
with the external auditors, the audit report, including the management’s response, to discuss problems and observations arising from the interim and final audits and any matters the external auditors may wish to discuss (in the absence of management where necessary;
the assistance given by the employees of the Company to the external auditors;
the adequacy of the scope, functions, competency and resources of the Internal Audit Department and that it has the necessary authority to carry out its work;
the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken the recommendations of the Internal Audit Department and urgent response to the major findings of internal investigations;
the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:
changes in or implementation of major accounting policy changes and practices;
significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed;
compliance with accounting standards and other legal requirements and the going concern assumptions; and.
significant adjustments arising from the audit;

any related party transaction and conflict of interest situation that arose, persist or may arise with the Company or Group including any transaction, procedure or course of conduct that raises questions management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts;
any letter of resignation from external auditors of the Company;
whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment; and.
the allocation of options pursuant to the share issuance scheme and make such statement to be included in the annual report of the Company.
to consider the appointment or termination of a person or persons as external auditors and their remuneration.
to consider the appointment or termination of a person or persons as internal auditors and their remuneration.
to carry out any other functions as may be agreed to by the Committee and the Board.
5.0 MEETING
Meetings shall be held not less than four times a year and shall normally be attended by the Head of Finance and Internal Auditors. The presence of the external auditors will be requested, if required. Other board members and employees attend only at the Committee’s invitation.
At least once a year, the Committee shall meet with the external auditors without the executive board members present.
The quorum for each meeting shall be two. The majority of members present to form a quorum must be Independent Directors.
The Company Secretary shall be the Secretary of the Committee. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

REMUNERATION COMMITTEE

1.0 TERM OF REFERENCE
The establishment of the Remuneration Committee (“RC”) is responsible for ensuring that compensation and other benefits encourage directors and senior management personnel to act in ways that enhance the company’s long-term profitability and value.
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2.0 POLICY
The responsibilities for developing the remuneration policy and determining the remuneration of Directors lie with the Remuneration Committee. Nevertheless, it is the ultimate responsibility of the Board to approve the remuneration of these Directors.
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