TOR RMC

AE MULTI HOLDINGS BERHAD
TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE

1.0 Purpose:

This Committee is established by the Board to oversee the Senior Management activities of the Company and the companies in the Group. The primary objective of the Risk Management Committee is to oversee and monitor the Company’s risk management practices and policies.

2.0 Composition

The Committee shall consist of a minimum of three (3) members who are appointed by the Board (on the recommendation of the Nomination and Remuneration Committees), with the majority being non-executive independent directors. Those members of Senior Management responsible for the various areas of risk management should attend the meetings as necessary.

The Chairman, who shall be elected amongst the Committee members. The Chairman of the Board and Audit Committee may be a member of this Committee but must not chair it.

A quorum of the Committee shall be at least two (2) members.

3.0 Committee responsibilities and authority

To review and recommend risk management strategies, policies and risk tolerance for Board’s approval.

To review and recommend to the Board for approval the Risk Management Framework of the Company.

To coordinate its activities with the Audit Committee in instances where there is any overlap with audit activities.

The Risk Committee may have the authority to conduct investigations into any matters within the scope of responsibility and obtain advice and assistance from outside parties, as necessary, to perform its duties and responsibilities.

4.0 Meetings

The Risk Management Committee shall issue quarterly reports to the Board.

The Committee Members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

All decisions at such meeting shall be decided on a show of hands on a majority of votes.

5.0 General

The terms of reference should be reviewed annually in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Risk Management Committee’s responsibilities.