Risk Management Committee Terms of Reference

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Objective

The RMC is formed and formalised by the Board of Directors (“Board”). The objective of the RMC is to provide assistance to the Board in discharging its fiduciary responsibilities in safeguarding shareholders’ investment and the Group’s assets through structured and proactive approach of risk management. The establishment of the RMC is also to promote and create the necessary risk awareness and cultivate an intra-group risk and control culture.


Authority

The RMC is authorised by the Board to review any activity of Varia Berhad and its subsidiaries (“Varia Group” or “the Group”) within its terms of reference. It is authorised to seek any information it requires from any Director or member of management and all employees are directed to co-operate with any request made by the RMC.

The RMC is authorised by the Board to obtain independent legal or other professional advice if it considers necessary.


Composition

The RMC members shall be appointed by the Board of Directors and consists of not fewer than three (3) members. The majority of the members shall be Independent Directors.

The list is not exhaustive as it may include new members as and when approved by the Board.


Duties and Responsibilities

The core duties and responsibilities of the RMC are:-

  1. 1.   identify and evaluate risk exposures;
  2. 2.   develop and implement risk management plan and strategies;
  3. 3.   develop the Group’s risk management policy and procedures that affirm the Group’s commitment to safeguard its shareholders’ investments and its assets;
  4. 4.   review and revise the risk management plan and strategies and policy and procedures when needed;
  5. 5.   review the Group’s overall objectives by assessing the current risk portfolio composition and determining the desired exposures of each major area of risks;
  6. 6.   formulate contingency plans and ad-hoc teams for worst case scenarios;
  7. 7.   communicate risk management plan and strategy, policy and procedures and responsibilities to shareholders, Board and all employees;
  8. 8.   provide guidance to all departments on the Group’s and department’s risk appetite and capacity and other criteria, which when exceeded trigger an obligation to report upward to the Board;
  9. 9.   keep abreast with current risk management techniques and theories and any possible or actual changes in regulatory environment that affects the Group;
  10. 10.   identify and allocate resources required (including budget, human resources and professional advice, if required) to support the above;
  11. 11.   any other directives issued by the Board from time to time.

Delegation To Sub-Committee

The RMC may appoint and delegate to a sub-committee or working committee, any of its functions, duties and specific tasks on such terms and conditions and with such limitations (if any) as the RMC deems appropriate.


Secretary

The Company Secretary shall be the RMC secretary.

Duties and Responsibilities

  1. 1.   The RMC shall meet at least two (2) times a year and more frequently if it deems necessary.
  2. 2.   The chairman of the RMC or any two (2) members can convene a meeting.
  3. 3.   The majority of the RMC members of not less than three (3) of which one of them must be an Independent Director, will constitute a quorum.
  4. 4.   Management representatives may be invited to attend part or all of any meeting of the RMC.
  5. 5.   Through notice of meeting, the RMC may require any officer or employee of the Group or external party to attend a meeting.
  6. 6.   The agenda of each RMC meeting will be prepared by the Secretary and circulated to each RMC member prior to each meeting.
  7. 7.   All proceedings of the meeting must be minuted. The minutes of each meeting and the circular resolutions of the RMC shall be distributed to each member of the RMC and the Board. All decisions and resolutions passed by the RMC shall be tabled to the Board for notation during Board meetings.