CAHYA MATA SARAWAK ANNUAL REPORT 2016

www.cmsb .com.my Section 06 Governance Cahya Mata Sarawak Berhad 56 The proceedings and deliberations of Board Committees are reported at every Board meeting by the Chairman of the respective Board Committees. Group AC The composition and a summary of the work of the Group AC are set out under the Group AC Report which is presented on pages 68 to 71 of this Annual Report. The Group AC meets at least four (4) times a year. GRC The GRC was established by the Board in 2009 with the primary responsibility of ensuring the effective functioning of the risk management function at the Group level. Membership of GRC is as follows: Datuk Syed Ahmad Alwee Alsree (Executive) Chairman Dato’ Richard Curtis (Executive) Member Datu Hubert Thian Chong Hui (Independent, Non-Executive) Member Datuk Seri Yam Kong Choy (Independent, Non-Executive) Member The detailed risk management report and key activities of the GRC are set out under the Statement on Risk Management and Internal Control which is presented on pages 72 to 77 of this Annual Report. The GRC meets at least once every quarter. In 2016, GRC held four (4) meetings. NRC The Board is satisfied that the NRC has effectively discharged its roles and responsibilities with respect to its nomination and remuneration functions. Members of the NRCaremindful of their respective roles anddeliberations at NRC meetings which are clearly demarcated in the TOR, as well as the agenda of each meeting. As such the Board is of the view that there is no need to separate the nomination and remuneration functions into separate committees. The Board is pleased to report on the NRC’s activities in the discharge of its duties for 2016. The NRC meets at least twice a year. In 2016 NRC held three (3) meetings. Meetings of the NRC are attended by both the Executive Directors. Other members of Senior Management are invited to meetings of the NRC, when necessary, to support detailed discussions. The composition of the NRC complies with both requirements of the MMLR and the Code. Membership of NRC is as follows: Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail (Independent, Non-Executive) Chairman Dato Sri Mahmud Abu Bekir Taib (Non-Independent, Non-Executive) Member Datu Hubert Thian Chong Hui (Independent, Non-Executive) Member Datuk Seri Yam Kong Choy (Independent, Non-Executive) Member The key roles of the NRC are as follows: • Determine the criteria and recommendany candidacy for Board membership. • Develop an appropriate framework for Board succession planning and manage the Board nomination and selection process. • Reviewand recommend the composition of the Board and Board Committees and Boards of subsidiary and associate companies in the Group. • Review the term of office and performance of the Group AC and each of its members. • Review and recommend the policy and framework for the Directors’ remuneration, as well as the remuneration and other incentive plans, as well as the terms of service of Group MD and Senior Management. • Evaluate the performance and rewards for Executive Directors and Senior Management. • Assist the Board in continuously enhancing its effectiveness including carrying out assessment of Board and Board Committees, assessment of Independent Directors of the Board and recommending the re-appointment and/or re- election of Directors on the Board for approval of shareholders. • Recommend appropriate training programmes for Directors. The Board membership criteria considered by the NRC include factors which would contribute to the Board’s collective skills such as skills, knowledge, expertise, professionalism, integrity and other capabilities, age, time commitment and independence for appointment as an Independent Non-Executive Director. The Board continues to undertake a systematic approach to refresh its composition and adopted an action plan to improve and/or enhance the above key areas in its journey to drive a high performing Board. In line with this the Board had reviewed its composition in 2016 via the “Traffic Lights Dashboard” and also carried out a Board Skills Assessment Matrix in order to comply with evolving best practices, as well as changing requirements on directorships. Statement on Corporate Governance