Term of Reference




The purpose of the setting up of the Audit Committee is to assist the Board in discharging its duties to identify principal risks, ensuring the implementation of appropriate systems of internal controls to manage such risks, and that such systems are working effectively to safeguard shareholders' investment and the long term viability of the Group.

Audit Committee
Chuah Poay Ngee
Chairman
Independent, Non-Executive Director


Dato’ Seri Dr. Kiew Kwong Sen
Member
Independent, Non-Executive Director


Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani
Member
Non-Independent, Non-Executive Director


Chang Mun Kee
Member
Independent, Non-Executive Director


The Terms of Reference of the Audit Committee (AC) are as follows:

1. Membership

The Committee shall be appointed by the Board from amongst its members and consists of not less than three members. All the Committee member must be Non-Executive Directors, with a majority of whom must be independent. The members of the Committee shall elect the Chairman from among their number, who shall be an Independent, Non-Executive Director. No Chief Executive Officer and alternate Director shall be appointed as a member of the Committee.

If the number of members is reduced below three, due to whatsoever reasons, the Board shall within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members.

2. Meetings

Meetings shall be held not less than four times a year.

A quorum of two independent members shall constitute a valid meeting.

The Head of Finance and the Head of Internal Audit, if any, shall be invited to attend meetings, as the Committee deems necessary. At least twice a year, the Committee shall meet with the External Auditors without the presence of the Executive Directors.

The Company Secretary shall be the secretary of the Committee.

The External Auditors may request a meeting if they consider that one is necessary.

3. Authority The Committee is authorized by the Board to investigate any activity within its terms of reference and shall have the resources required to perform its duties. The Committee has full and unrestricted access to all information and documents relevant to its activities as well as to the internal and external auditors and employees of the Group.

4. Duties and Responsibilities

The duties and responsibilities of the Committee shall include:
  • to recommend the appointment of the External Auditors, their audit fee and any questions on their resignation or dismissal, to the Board;
  • to discuss the nature and scope of the external audit with the External Auditors before the audit commences;
  • to review the financial statements of the Company and the Group before submission to the Board, focusing particularly on:
    • › public announcements of results and dividend payment;
    • › any changes in accounting policies and practices;
    • › major judgmental areas;
    • › significant adjustments resulting from the external audit;
    • › the going-concern assumptions;
    • › compliance with accounting standards; and
    • › compliance with stock exchange and legal requirements.
  • to discuss problems and reservations arising from the interim and final audits and any matters the external/internal auditors may wish to discuss (excluding the attendance of other directors and employees of ViTrox);
  • to review the internal audit programme, consider the major findings of internal audit investigations and management’s response and ensure co-ordination between the Internal and External Auditors;
  • to review the adequacy of the scope, functions, competency and resources of the internal audit function and to ensure that it has the necessary authority to carry out its works;
  • to review and evaluate the adequacy and effectiveness of the Group’s accounting policies, procedures and internal controls;
  • to review the appraisal or assessment of the performance of the staff of the internal audit function; to approve any appointment or termination of senior staff of the internal audit function;
  • to keep under review the effectiveness of internal control system and in particular, review External Auditors’ management letter and management’s response;
  • to review any related party transactions and conflict of interest situation that may arise within the Company or Group and to monitor any inter-company transaction or any transaction between the Company and any related parties outside the Group;and
  • to carry out such other functions and consider any other topics, as may be agreed upon by the Board .


5. Reporting Procedures

The Committee is authorized to regulate its own procedures and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
Remuneration Committee

1.0MEMBERSHIP

1.1The Remuneration Committee (“RC”) of ViTrox Corporation Berhad [VCB] (“VCB” or “the Company”) shall be appointed by VCB Board of Directors (“VCB Board”) from amongst its members, and shall comprise of not fewer than 3 members, consisting wholly or mainly of non-executive directors, at least one member who shall be independent and knowledgeable in executive compensation, failing which expert advice may be obtained internally or externally.

1.2No Alternate Director shall be appointed as the Member of the Committee unless the Alternate to the RC Member.

1.3The Chairman shall be elected by members of the RC. In the absence of the committee Chairman, the remaining members present shall elect one of their members to chair the meeting.

1.4A Secretary shall be nominated by the RC.

1.5A member who wishes to retire or resign from the RC shall notify VCB Board in writing.

1.6If a member, for any reason, ceases to be a member, VCB Board shall appoint a new member so that the number of members does not fall below three.

1.7The office of a member shall become vacant upon the member’s resignation/ retirement/removal or disqualification as a Director of the Company.


2.0DUTIES, POWERS AND FUNCTIONS

2.1The duties of the RC shall be (on an annual basis):
  • to review and recommend to VCB Board in consultation with Management and the Chairman of the Board, a framework of remuneration and to determine the specific remuneration packages and terms of employment for each of the executive Directors and senior executives/divisional Directors those reporting directly to the Chairman and the Group Managing Director/CEO of the Group including those employees related to the executive Directors and controlling shareholders of the Group.
  • to recommend to VCB Board in consultation with Management and the Chairman of the Board, any long term incentive schemes which may be set up from time to time and to do all acts necessary in connection herewith.
  • to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be imposed upon the RC by VCB Board from time to time.
  • to produce an annual report of the Committee’s remuneration policy which will form part of the Company’s Annual Report and Accounts, and consider each year that the shareholders at the AGM should be invited to approve the above remuneration policy as set out in the Company’s Annual Report and Accounts.
2.2As part of its review, the RC shall ensure that:
  • all aspects of remuneration including Director’s fees, salaries, allowances, bonuses, options and benefits-in-kind should be covered, and observe any major changes in employee benefit structures throughout the Group.
  • the remuneration packages should be comparable within the industry and comparable companies and shall include a performance-related element coupled with appropriate and meaningful measures of assessing individual executive Directors’ and senior executives/divisional Directors’ performances.
  • the remuneration package of employees related to executive Directors and controlling shareholders of the Group are in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities.
  • (iv) to determine the policy for and scope of service agreements for the executive management team, termination payments and compensation commitments, including fixing appointment period for the Directors.
  • (v) to ensure the level of remuneration for Non-executive Directors and Independent Directors are linked to their level of responsibilities undertaken and contribution to the effective functioning of the Board.
3.0ADMINISTRATION

3.1Meetings
  • The meetings of the RC may be conducted by means of telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means and the minutes of such a meeting signed by the Chairman shall be conclusive of any meeting conducted as aforesaid.
  • A resolution in writing signed or approved by letter, telex or facsimile by a majority of members (of whom must be Non-executive Directors and at least one must be an independent Director) shall be effective for all purposes as if it were a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may consist of a single document or several documents all in like form each signed by one or more members.
  • The meetings shall be held at least once a year. Additional meetings may also be held by the RC to discuss other issues, which the RC considers necessary.
  • The RC shall have full discretion with regard to the calling of the meetings and the proceedings thereat and may invite any Director or management to its meetings.
  • The RC shall appoint a secretary who shall attend all meetings and minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance. The minutes shall be confirmed by the Chairman of the meeting and circulated to all members of the RC.
  • The quorum necessary for the transaction of business shall be two of whom must be majority of Non-Executive Directors and at least one must be an independent Director. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, power and discretion vested or exercisable by the Committee.
3.2Notice
The notice of each meeting of the RC, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the RC not fewer than three (3) working days prior to the date of the meeting.

3.3Voting
Each member present shall have one vote. All resolutions passed in the meeting shall be by majority votes. If the votes for and against a resolution are equal, the Chairman of the meeting shall have a casting vote

4.0GENERAL

4.1The RC in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties.

4.2VCB Board will ensure that the RC has access to professional advice both internally and externally at the Company’s expense in order for it to perform its duties.

4.3These terms of reference may from time to time be amended as required, subject to the approval of the Board.
TERMS OF REFERENCE

1.0MEMBERSHIP

1.1The Nominating Committee (“NC”) of ViTrox Corporation Berhad [VCB] (“the Company”) shall consist of not less than 3 Directors appointed by VCB Board of Directors (“VCB Board”), of whom should be exclusively Non-Executive Directors, a majority of whom must be independent.

1.2No Alternate Director shall be appointed as the Member of the Committee unless the Alternate to the NC Member.

1.3The Chairman shall be elected by members of the NC. In the absence of the Committee Chairman, the remaining members present shall elect one of their members to chair the meeting.

1.4A Secretary shall be nominated by the NC.

1.5A member who wishes to retire or resign from the NC shall notify VCB Board in writing.

1.6If a member, for any reason, ceases to be a member, VCB Board shall appoint a new member so that the number of members does not fall below three.

1.7The office of a member shall become vacant upon the member’s resignation/ retirement/removal or disqualification as a Director of the Company.


2.0DUTIES, POWERS AND RESPONSIBILITIES

2.1The NC shall make recommendations to VCB Board on the appointment of new executive and non-executive Directors, including making recommendations to the composition of the Board generally and the balance between executive and non-executive Directors appointed to the Board. The NC shall keep under review the leadership needs of the organization with a view of ensuring the continued ability to compete effectively in the organization’s marketplace.
2.2Without prejudice to the generality of the foregoing, the NC shall:-

2.2.1review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) of the Board at least annually; and make recommendations to the Board with regards to any adjustment that are deemed necessary.

2.2.2consider the election criteria and develop procedures for the sourcing and election of candidates to stand for election by VCB’s shareholders (“Shareholders”) or to fill casual vacancies of Directors. In identifying suitable candidates, the Committee shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the VCB Board.

2.2.3identify and nominate candidates to the Board for it to recommend to Shareholders for election as Directors. Sufficient biographical details of nominated candidates shall be provided to the Board and Shareholders (as the case may be) to enable them to make an informed decision.

2.2.4determine the suitability and eligibility of nominating candidates for the approval of the Board, to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular for the Chairman and Chief Executive of VCB. If the NC determines that a Director, who has one or more of the relationships that could interfere with his exercise of independent business relationship judgment, is in fact independent, it should disclose in full nature of the Director’s relationship and bear responsibility for explaining why he should be considered independent.

2.2.5shall decide whether or not a Director is able to and has been adequately carrying out his/her duties as a Director, particularly when he/she has multiple board representatives.

2.3shall recommend Directors who are retiring by rotation under the Articles of Association to be put forward for re-election.
2.4undertake an assessment of its Independent Directors annually and justify to the Board that an Independent Director who has served in that capacity for more than nine years to be retained as an independent director.

2.5The NC shall review the training needs for the Directors regularly.

2.6The NC shall have due regard to the principles of governance and code of best practice and shall liaise with VCB Board in relation to the preparation of the NC’s report to shareholders (in the annual report) as required.

2.7The NC shall decide how the performance of the Board as a whole and Members of the Board may be evaluated and propose objective performance criteria, key areas for improvement and the requisite follow-up actions. The criteria for assessment of Directors shall include attendance record, intensity of participation at meetings, quality of interventions and special contributions.

2.8The NC shall do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and

2.9The NC conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company’s Articles of Association or imposed by legislation.

3.0MEETINGS AND PROCEEDINGS

3.1The meetings of the NC may be conducted by means of telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means and the minutes of such a meeting signed by the Chairman shall be conclusive of any meeting conducted as foresaid.

3.2A resolution in writing signed or approved by letter, telex or facsimile by a majority of members (of whom at least one must be an independent Director) shall be effective for all purposes as if it were a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may consist of a single document or several documents all in like form each signed by one or more members.

3.3Meetings of the NC will be held as the NC deems to be appropriate; however, the NC should meet at least once each year. Meetings should be organized so that attendance is maximized. A meeting may be called, at any other time, by the Chairman of the NC or any member of the NC. Any Director or management may be invited to the meetings.

3.4The notice of each meeting of the NC, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the NC not fewer than three (3) working days prior to the date of the meeting.

3.5The quorum for decisions of the NC shall be any two members, including at least one independent Director, present and voting on the matter for decision.

3.6Each member present shall have one vote. All resolutions passed in the meeting shall be by majority votes. If the votes for and against a resolution are equal, the Chairman of the meeting shall have a casting vote.

3.7The Chairman (or in his absence, an alternate to the member of the NC) of the NC shall attend the Annual General Meeting and be prepared to answer questions concerning the appointment of executive and non-executive Directors and maintain contact as required with the Company’s principal shareholders about the appointment of executive and non-executive Directors in the same way as for other matters.

3.8Minutes of meetings shall be taken by the NC Secretary. Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the members of the NC.

If the Chairman of the NC so decides the minutes shall, be circulated to other members of VCB Board, any Director may, provided that there is no conflict of interest and with the agreement of the Chairman, obtain copies of the NC’s minutes.


4.0GENERAL

4.1The NC in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties.

4.2VCB Board will ensure that the NC will have access to professional advice both internally and externally at the Company’s expense in order for it to perform its duties.

4.3These terms of reference may from time to time be amended as required, subject to the approval of VCB Board.


Employees' Share Option Scheme Committee

1.0MEMBERSHIP

1.1The Employees’ Share Option Scheme (“ESOS”) Committee of ViTrox Corporation Berhad [VCB] (“VCB” or “the Company”) shall be appointed by VCB Board of Directors (“VCB Board”) from amongst its members, and shall comprise of not fewer than 3 members, consisting of non-executive directors and executive directors.

1.2No Alternate Director shall be appointed as the Member of the Committee unless the Alternate to the ESOS Member.

1.3The Chairman shall be elected by members of the ESOS Committee. In the absence of the committee Chairman, the remaining members present shall elect one of their members to chair the meeting.

1.4A Secretary shall be nominated by the ESOS Committee.

1.5A member who wishes to retire or resign from the ESOS Committee shall notify VCB Board in writing.

1.6If a member, for any reason, ceases to be a member, VCB Board shall appoint a new member so that the number of members does not fall below three.

1.7The office of a member shall become vacant upon the member’s resignation/ retirement/removal or disqualification as a Director of the Company.


2.0DUTIES, POWERS AND FUNCTIONS

2.1duties of the ESOS Committee shall be:
  • to review and recommend to VCB Board in consultation with Management and the Chairman of the Board, a criteria and allocation of any ESOS Options to be granted to eligible employees and directors of the Company and its subsidiaries.
  • to recommend to VCB Board in consultation with Management and the Chairman of the Board, any internal policies, guidelines and procedures to administer the ESOS orderly and implement the ESOS in compliance with Bursa Securities’ Listing Requirements and in accordance with the ESOS by-Laws.
  • to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be imposed upon the ESOS Committee by VCB Board from time to time.
  • to produce a report to the VCB Board of any findings of the ESOS Committee, wherever applicable.


3.0ADMINISTRATION

3.1Meetings
  • The meetings of the ESOS Committee may be conducted by means of telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means and the minutes of such a meeting signed by the Chairman shall be conclusive of any meeting conducted as aforesaid.
  • A resolution in writing signed or approved by letter, telex or facsimile by a majority of members shall be effective for all purposes as if it were a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may consist of a single document or several documents all in like form each signed by one or more members.
  • The meetings shall be held at least once a year. Additional meetings may also be held by the ESOS Committee to discuss other issues, which the ESOS Committee considers necessary.
  • The ESOS Committee shall have full discretion with regard to the calling of the meetings and the proceedings thereat and may invite any Director or management to its meetings.
  • The ESOS Committee shall appoint a secretary who shall attend all meetings and minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance. The minutes shall be confirmed by the Chairman of the meeting and circulated to all members of the ESOS Committee.
  • The quorum for decisions of the ESOS Committee shall be any three members, including at least one independent Director, present and voting on the matter for decision.
3.2Notice

The notice of each meeting of the ESOS Committee, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the ESOS Committee not fewer than three (3) working days prior to the date of the meeting.

3.3Voting

Each member present shall have one vote. All resolutions passed in the meeting shall be by majority votes. If the votes for and against a resolution are equal, the Chairman of the meeting shall have a casting vote



4.0GENERAL

4.1The ESOS Committee in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties.

4.2VCB Board will ensure that the ESOS Committee has access to professional advice both internally and externally at the Company’s expense in order for it to perform its duties.

4.3These terms of reference may from time to time be amended as required, subject to the approval of the Board.