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KPJ Healthcare Berhad

A leader in Malaysia's challenging healthcare services industry

TOR Risk & Sustainability Committee

INTRODUCTION

The Risk & Sustainability Committee (RSC or Committee) is established as a committee of KPJ Healthcare Berhad (KPJ) Board of Directors (the Board). The RSC is appointed by the Board of Directors for the purpose of overseeing the risk management process within the Group.

PURPOSE

The RSC supports the Board by overseeing the Risk Management & Sustainability framework of KPJ Group of Companies (Group) and regularly assessing the framework to ascertain its adequacy and effectiveness. The RSC’s objectives are as follows:-

  1. To have overall responsibility for establishing a strategic approach to risk management process across the Group. Ensure that the necessary policies and processes are in place to achieve compliance with statutory requirements and to protect patients, staff and assets.

  2. Oversee the policies, processes and strategies which were designed to manage the Economic, Environment and Social (EES) risks and achieve compliance with sustainable development, responsibilities and commitments and strive for an industry leadership position on sustainability.

COMPOSITION

  1. The Committee shall be appointed by the Board amongst their member and shall consist of not less than 4 members

  2. The Committee may invite members of KPJ Management or staff or outside parties to attend and participate in the meeting of RSC where necessary

MEETINGS – FREQUENCY, QUORUM & MINUTES

  1. The Committee shall meet at least 4 times annually and at such other times as the Committee deems appropriate

  2. The quorum of the Committee shall be 3 members which shall include the Chairman

  3. The minutes of the meeting shall be action oriented and record the deliberations and decisions of the Committee. The minutes shall include compiled Board instructions as Matters Arising for discussion to ensure proper follow through

AGENDA

  1. The notice of RSC Meeting shall be issued and circulated confirming the venue, time and date at least seven (7) working days before each meeting to the RSC committee members and all those who are required to attend the meeting

  2. The agenda for each meeting including relevant documents and information requested by the RSC shall be circulated at least seven (7) days before each meeting to the RSC committee members and all those who are required to attend the meeting

  3. The RSC meeting agendas shall be the responsibility of the Chairman with input from the RSC members. The Chairman may also invite members of Management and other persons to participate in this process, where necessary

DUTIES AND FUNCTIONS

The duties and functions of the RSC shall include but not limited to the following:-

  1. Provide oversight, guidance and direction to the Group risk management activities

  2. Evaluate the effectiveness of Enterprise Risk Management and the process of assessing and managing the Group’s Principal risks.

  3. Review and evaluate the assessment of risk identification on a quarterly basis and provide quarterly updates to the Board.

  4. Recommend to the Board on any change in the policy, framework, standards and procedures, and their implementation where applicable.

  5. Review and evaluate the Group level risk exposures and management of the significant clinical and non-clinical risk identified

  6. Monitor appropriateness of KPJ strategies to addressing material stakeholder sustainability concerns and ensure its compliance with sustainability policy and reporting requirements

  7. Review the Statement On Risk Management and Internal Control (SORMIC) in the KPJ Annual Report to ensure the relevant information as prescribed in the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad is disclosed.

REPORTING TO THE BOARD

The Chairman of the Committee shall report to the Board following each meeting. The report will cover on the matters as set out in the Committee’s duties and functions.

ACCESS TO INFORMATION

The Committee has the right to obtain all information necessary for the performance of its duties and functions including obtaining independent professional or other advice.

REVIEW

The terms of reference shall be reviewed on an annual basis to ensure that it reflects the current best practices in risk management and sustainability.