Terms of Reference of the Investment Committee

Objectives

The principle objective of the Investment Committee is to make day-to- day investment decisions up to the pre-approved limit determined by the Board of Directors (“the Board”). Any investment exceeding such an amount must obtain prior approval from the Board.

Composition of Members

The members of the Investment Committee shall comprise at least three (3) individual members, all of whom shall be appointed by the Board.

Chairman

The Chairman of the Investment Committee shall be elected from amongst the Investment Committee members to be the Chairman of meetings. The Chairman of the Investment Committee shall be approved by Board of Directors.

Secretary

The Secretary of the Investment Committee shall be the Company Secretary of the Company.

Meetings

The Investment Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as and when the need arises. The Chairman may call for meetings at any time at the Chairman’s discretion.

The Secretary shall on the requisition of the members of the Investment Committee summon a meeting of the Investment Committee except in the case of an emergency, reasonable notice of every Investment Committee meeting shall be given in writing.

All decisions, whether at a Committee meeting or by way of circulation, shall be by way of simple majority vote of the Chairman and the members. In the event of stalemate, the Chairman of the meeting shall have a casting vote.

All meetings must be chaired by either Chairman or the Alternate Chairman. In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

Members of the Investment Committee must declare and abstain from meetings where their presence may cause any conflict of interest.

Investment Committee’s Resolution In Writing

A resolution in writing signed by all the Investment Committee members for the time being entitled to receive notice of a meeting of the Investment Committee, shall be as valid and effectual as if it had been passed at a meeting of the Investment Committee duly convened and held. Any such resolution may consist of several documents in like form each signed by one (1) or more Investment Committee members.

Quorum

A quorum shall consist of two (2) members.

Authority

The Investment Committee shall, at the expenses of the Company:-

  1. be empowered to make investment decisions in its discretion from time to time as it deems appropriate and in the best interest of the Group;
  2. establish, review and recommend to the Board, the overall investment policies, guidelines and portfolio requirements of the Group;
  3. have authority to implement the investment policies adopted by the Investment Committee on all investment-related matters; and
  4. be entitled to the services of a Company Secretary who must ensure that accurate minutes be maintained for every meeting including among others, all decisions made in the Investment Committee meetings be properly recorded and minuted in the minutes book.

Duties and Responsibilities

The duties and responsibilities of the Investment Committee are as follows:-

  1. To invest up to the prescribed amount as determined by the Board from time to time;
  2. To evaluate and recommend to the Board, proposals on new investments and divestments of amount exceeding the pre- approved limit for the Board’s approval;
  3. To conduct annual evaluations of the Group’s investment activities;
  4. To act in line with the directions of the Board of Directors and to update the Board on the dealings (if there are any); and
  5. To consider and examine such other matters as the Investment Committee considers appropriate.