Board Committee

BOARD COMMITTEE

The Board of the Company has established four Committes of thw Board which operate within its own specific terms of reference. The Board Committees undertakes in-depth deliberation of the issues at hand before tabling its recommendation thereon to the Board. The four Board Committess are as follows:-

AUDIT COMMITTEE

COMPOSITION

The Audit Committee comprises of three (3) members of the Board whom are independent Non- Executive Directors The member of the Audit Committee are as follows:-

Chairman
  • Dr.Liew Lai Lai (Independent Non-Executive Director)

Member
  • Dato' Asmuni bin Sudin (Independent Non-Executive Director)

  • Mr. Lim Chong Eng (Independent Non-Executive Director)

Membership

Members of the Audit Committee (“AC”) shall be appointed by the Board of Directors from amongst the non-executive directors and shall comprise at least three members, a majority of whom are independent. The Chairman of the AC shall be an Independent Director and shall not be the Chairman of the Board. No alternate Director shall be appointed as a member of the AC. A cooling-off period of at least two years before a former audit partner is appointed as a member of the Audit Committee shall be observed.

In the event of any vacancy in the AC resulting in non-compliance with Bursa Malaysia’s Main Market Listing Requirements (“MMLR”) in respect of composition of the AC and / or the election of an independent chairman, the Board must fill the vacancy within three months.

At least one member of the AC:-

The Nomination & Remuneration Committee shall review the term of office and performance of the AC and each of its members annually to determine whether the AC members have carried out their duties in accordance with terms of reference.

Meetings And Minutes

Meetings shall be held at least five times during a financial year. The Chairman may call and convene additional meetings on matters within the scope and responsibilities of the AC or upon valid request by any of the following:-

  • The Board;

  • Management;

  • Internal auditors; or

  • External auditors.

The quorum for AC meetings shall be at least two members, majority of whom must be independent non-executive directors

The Company Secretary shall act as secretary to the AC and record minutes for each meeting. The minutes of each meeting shall be distributed to all members of the AC for confirmation at the next meeting and to be circulated to the Board at the subsequent Board meeting for the Board’s information. The Chairman of the AC shall report on key issues discussed at each meeting to the Board.

Authority

The AC shall have the authority as empowered by the Board as follows:-

  • To investigate any activity within its terms of reference;

  • To have sufficient and competent resources, including access to external independent professional advice when necessary in carrying out its duties;

  • To have full and unrestricted access to information, reports, records, properties and personnel at all levels of management; and

  • To communicate directly with the external auditors and the outsourced internal auditor and if necessary, convene meetings without the presence of executive directors and management.

Duties

The duties and responsibilities of the AC are as follows but are not limited to:

Enforcement Of AC TOR

The revised AC TOR has been adopted by GETS Board on 26 October 2020.


NOMINATION & REMUNERATION COMMITTEE

Membership

Members of the Nomination & Remuneration Committee (“NRC”) shall be appointed by the Board of Directors from amongst the non-executive directors and shall comprise of at least three members, a majority of whom shall be independent. The Chairman of the NRC shall be an Independent Director or a Senior Independent Director.

In the event where the tenure of an independent director exceeds 9 years, the retention of an independent director will require shareholders’ approval whereas retention of an independent director above 12 years tenure will require shareholders’ approval through the two-tier voting process:

Tier 1: Voting by Large Shareholder(s); and Tier 2: Voting by other shareholders.

Meetings And Minutes

Meetings shall be held at least twice a year or more as the NRC deems necessary to fulfil its responsibilities shall meet at least once time during a financial year. The quorum shall be two members present, both of whom must be independent directors.

The Company Secretary shall act as secretary to the NRC and record minutes for each meeting. The minutes of each meeting shall be distributed to all members of the NRC for confirmation at the next meeting and to be circulated to the Board at the subsequent Board meeting for the Board’s information. The Chairman of the NRC shall report on key issues discussed at each meeting to the Board.

Authority

The NRC shall have the authority as empowered by the Board as follows:-

Duties & Responsibilities

The nomination duties and responsibilities of the NRC collectively are as follows :-

The remuneration duties and responsibilities of the NRC collectively are as follows:-

Enforcement Of NRC TOR

The revised NRC TOR has been adopted by GETS Board on 26 Oct 2020.

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