GTB BORCC Term of Reference
Investor Relations -
GLOBETRONICS TECHNOLOGY BHD
(Company No. 410285-W)
(Incorporated in Malaysia)
TERMS OF REFERENCE OF BUSINESS/OPERATIONS RISK REVIEW COMMITTEE (“BORRC”)
The principal objective of BORRC is to assist the Board of Directors in their responsibilities to identify, assess and monitor key business/operations risk ie to safeguard shareholders’ investments and the company’s assets.
Composition of members
i. Executive Chairman;
ii. Chief Executive Officer;
iii. Chief Financial Officer;
iv. Corporate Manager;
v. Factory Managers/Finance Managers for key operating entities, GSB, GMSB, GKL and ISO Technology.
The Chairman of the BORRC shall be elected from amongst the members.
The Secretary of the BORRC shall be one of the Finance Manager appointed by the BORRC.
Term of Office
The Board of Directors of the Company shall review annually the term of office and performance of the BORRC and each of its members, who are subject to re-appointment by the Board annually.
The BORRC meet together for the despatch of business/operations risk matters during the meeting on a monthly basis. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
Notice of BORRC shall be given by the secretary to all the BORRC members at least three (3) days prior to each meeting unless the BORRC waives such requirement. In the absence of the Chairman, the Non-Executive members can elect from amongst themselves the Chairman for the Meeting.
Minutes of each meeting shall be kept at the Globetronics’ Corporate Finance Department, distributed to each member of the BORRC and also to other members of the Board for notation.
The minutes of the BORRC meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
The BORRC shall summarise and report to the Board of Directors the proceedings, findings and recommendations of each meeting.
A quorum shall consist of three (3) members.
The BORRC shall, in accordance with a procedure or process to be determined by the Board of Directors, have authority to make decisions on whether the Company has acted in good faith in relation to its contracts and make recommendations to the Board in an advisory capacity.
- Duties and Responsibilities
The duties and responsibilities of the BORRC are as follows:-
• Review and monitor Group’s risk management framework and activities;
• Report to Audit and Risk Management Committee and Board of Directors regarding the Group’s risk exposures, including review risk assessment model used to monitor the risk exposures and Management’s views on the acceptable and appropriate level of risks faced by Group’s Business Unit.
•To review and discuss with Senior Management and Internal Auditor, quarterly:
o The key guidelines and policies governing the Group’s significant processes for risk assessment and risk management;
o The validity of the identified risks and ensuring that appropriate actions are taken to mitigate the risks;
o The adequacy of infrastructure, resources and system for risk management, the staff responsible for implementing risk management system perform those duties efficiently and effectively; and
o The periodical risk ratings report and risk management activities.