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Board Charter

Membership

The Board Charter (the "Charter") formalises the various roles and responsibilities of the Board, Board Committees and individual Directors of Tan Chong Motor Holdings Berhad ("TCMH" or the "Company") with the aim of streamlining and enhancing corporate governance practices towards transparency, accountability and integrity in boardroom activities.

The Charter incorporates the Principles and Practices (including Guidance) of the Malaysian Code on Corporate Governance ("MCCG"), as considered appropriate, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements") on corporate governance, certain aspects of the Constitution of the Company and relevant portions of the Companies Act, 2016 insofar as the duties and responsibilities of Directors are concerned. Whilst the Charter serves as a structured guide, especially for new Directors who are on board, it should not be construed as an exhaustive blueprint for Directors of the Company.


Audit Committee

Membership

The Audit Committee ("Committee") shall be appointed by the Board from amongst the Directors and shall comprise no fewer than three (3) members, all of whom must be Non- Executive Directors with a majority being Independent Directors. The Chairman of the Board shall not be a member of the Committee. The Committee shall, collectively, possess the relevant range of skills necessary for it to discharge its duties as set out in this terms of reference.

The Committee shall include at least one (1) Director who is a member of the Malaysian Institute of Accountants or, alternatively, a person who must have at least three (3) years' working experience and have passed any of the examinations specified in Part I of the First Schedule of the Accountants Act, 1967 or is a member of one of the associations/institutes specified in Part II of the said Schedule or fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").


Nominating and Remuneration Committee

Purpose

This Nominating and Remuneration Committee Terms of Reference is established pursuant to Paragraph 15.08A(2) of the Main Market Listing Requirements of Bursa Malaysia ("Listing Requirements"), the Malaysian Code on Corporate Governance ("MCCG") issued by Securities Commission from time to time and approved by the Board.

The Nominating Committee and Remuneration Committee (the "Committee"), set up under Paragraph 15.08A(1) of the Listing Requirements and MCCG and appointed by the Board of Tan Chong Motor Holdings Berhad ("TCMH" or the "Company"), shall assist the Board to fulfil its responsibilities in relation to the following areas:...


Board Risk Management and Sustainability Committee

Purpose

  1. This terms of reference formalises the establishment of the BRMSC and its roles in assisting the Board to oversee risk, risk management and sustainability activities and the inculcation of risk culture across the Group, comprising the Company and its subsidiaries.
  2. The BRMSC oversees all aspects of risk and sustainability management and its initiatives, including strategic, financial, operational, reputational and compliance matters.
  3. The BRMSC has the power delegated by the Board to set risk appetite for Board's endorsement, approve risk management and sustainability framework, review policies and procedures for managing risks, and accept risks beyond the approved discretion provided to Management. In all instances, the Board is kept apprised of the status of risk and sustainability management, including their initiatives, by the Committee and has the power to override decisions made by the Committee.
Tan Chong Motor Holdings Berhad

Tan Chong Motor Holdings Berhad