The Board of Directors of Cymao Holdings Berhad ("Cymao") recognises that good corporate governance
practice is an on-going process and is committed to observe the principles and best practices as set out in
the Malaysian Code on Corporate Governance 2012 ("the Code") as a fundamental part of discharging
its responsibilities to protect and enhance shareholders value and financial performance of the Cymao
Group.
The Corporate Governance Statement is to provide an overview of the Company's corporate governance
practices for the financial year ended 31 December 2016 and the extent of compliance with the principles
and best practices with the Code.
BOARD OF DIRECTORS
Board Composition and Balance
The present Board composition comprises of the following:
• An Independent Non-Executive Chairman
• Two (2) Independent Non-Executive Directors;
• A Managing Director; and
• An Executive Director.
The Independent Non-Executive Directors are made up of more than one-third (1/3) of the Board Members
which fulfilled the Main Market Listing Requirements ("MMLR"). The profile of Directors and their other
information are set in "Directors' Profile" and "Other Information of Directors" section of the Annual Report.
On 29 June 2016, Syed Ibrahim Bin Syed Abd.Rahman was appointed to the Board as an Independent
Non-Executive Director of the Company.
The Board views that the present composition of Directors is appropriate in terms of its size and membership.
They are drawn from diverse professional backgrounds with a good mixed of skills and experience in relevant
fields such as production, engineering, economics, law, finance, accounting, marketing, management
and business administration. Together they put these skills, experience and knowledge required to direct,
supervise and manage the Group's business, and enhancement of long-term shareholders' value.
Board Charter
The Board has adopted the Board Charter in 2014. The Board Charter defines the roles, duties and division of
responsibilities between the Board and those delegated to the management and the Board Committees as
reference to the new and existing Board members. It sets out the strategic intent, key values, principles and
ethical standards of the Company as policies and strategies are developed based on these considerations.
The Board Charter covers the following key areas:
• Company's goals and objective
• Board structure
• Board Appointment and Election of Directors
• Roles and responsibilities of the Board, the Chairman, Managing Director and management, outlining
the division of the responsibilities and powers between Board and management
• Power Delegation
• Board Diversity
• Annual review of Directors
• Stakeholder management
The Board will periodically review the Board Charter to ensure it is in tandem with the Board's objectives
and within the applicable laws and regulations. An abridged version of the Charter is available on the
Company's website at www.cymao.com.
Roles and Responsibilities
The responsibilities of the Board are to oversee the business and affairs of the Company on behalf of the
shareholders as stipulated in the Company's Articles of Association, the Companies Act 2016, the MMLR
and any applicable rules, laws and regulations.
The Board is responsible for the overall performance of the Company by setting the directions and objectives,
formulation policies, development of strategic action plans and stewardship of the Company's resources.
The Board regularly reviews the Company's business operations, identifying risks and ensuring the existence
of adequate internal controls and management systems to measure and manage risks and maintains
full and effective control over management of the Company.
The Board apart from discharging its fiduciary duties, leadership function and responsibilities, has also
delegated specific responsibilities to the Board Committees within their respective defined Terms of
Reference and report to the Board with their proceedings and recommendations. However, the Board
makes the final decision on all matters in the best interest of the Company.
The Board Meetings are presided by the Chairman whose roles and responsibilities are clearly separated
from the roles and responsibilities of the Managing Director to ensure a balance of power, authority and
accountability at the Board level. The Executive Directors are responsible for implementing policies and
decisions of the Board, overseeing operations as well as managing development and implementation of
business and corporate strategies.
The Independent Non-Executive Directors are independent of management and free from any business
relationship that could materially interfere with the exercise of their independent judgement and play an
important role in ensuring that the strategies proposed are objectively evaluated by the management,
thus provide a necessary check and balance to the Board's decision making process.
The Board regularly undertakes duties, which broadly includes:
• reviewing and adoption of the overall strategic plan for the Company and the Group;
• assessing and monitoring the cash flow requirements of the Group;
• overseeing the conduct of the Company's business operations;
• identifying principal risks and ensuring the existence of adequate internal controls and management
systems to measure and manage the risks;
• overseeing the succession planning of senior management;
• monitor compliance with all relevant statutory and legal obligations; and
• maintaining full and effective control over management of the Company.
The Managing Director being the key personnel is responsible to develop and put the operation plan
into actions. He monitors actual results on a weekly basis with the senior management team from various
departments and where planned performance are not met, strategies are re-assessed and remedial
actions taken to address the variances. Both domestic and export marketing strategies are discussed at
the weekly meetings.
The Directors are required to notify the Chairman before accepting any new directorship and indication
of time that will spend on the new appointment, in fostering commitment to the Board that the Directors
devote sufficient time to carry out their responsibilities effectively.
Tenure of Independent Director
The Code recommends that the tenure of an Independent Directors should not exceed a cumulative
period of nine (9) years and such director shall be re-designated as Non-Independent Director. The
Board is mindful of the Code that further recommends, if the Board desires to retain such director as an
Independent Director, it may justify and seek the shareholders' approval.
The Board is of the view that the length of tenure should not be referred as sole criterion in determining
a director's independence. The spirit, intention, purpose and attitude should be taking into account in
assessing the independence of a Director. The Company may derived benefits from retaining such long
serving director who has proven with his positive contributions in the Board and Committee meetings,
working experiences, networking and familiarization with the Group's business operations as a whole.
Subsequent to the financial year end, the Nomination Committee conducted an appraisal on the
independence of Mr Hiew Seng who has served more than thirteen (13) years as an Independent Director.
He has fulfilled the independence criteria as prescribed in the MMLR. The appraisal concluded that he is
free from any business/other relationship that could compromise him in exercising unbiased or objective
judgement and the ability to act in the best interest of the Company. Mr Hiew Seng has maintained his
independence in carrying out his duties and responsibilities through objective and unbiased participation
in the Board and Committee's deliberations.
The Board viewed that Mr Hiew Seng is able to continue with his positive contributions to the Board as an
Independent Director and hence, the Board will seek for the shareholders' approval at the forthcoming
Annual General Meeting to retain him in this position.
Board Diversity
The Board values the diversity of gender, ethnicity and age. The Board is of the view that appointment of
directors should refer on merit rather than through positive discrimination. The Board believes that in order
to maintain an appropriate balance in the Board spectrum, a diverse mix of skills, experience, knowledge
and background is of paramount importance.
The age of the Directors of the Company ranges from 47 to 74 and having the diversified backgrounds of
the Board members, each generation brings different skills, experience and talents to the Board. Therefore,
the Board is not establishing a diversity policy on gender, ethnicity and age or setting any target.
Ethical Standards
The code of conduct of the Company is set up to enhance the good corporate governance and behavior
and to uphold the spirit of social responsibility and accountability. The code includes principles relating
the Board ethical, communication channel and conflict of interest.
Presently there are whistleblowing provisions in the operational procedures and the Company will formalize
the Whistleblowing Policy in 2017.
Re-election of Directors
In accordance with the provisions of the Company's Articles of Association, at least one-third (1/3) of
the Directors, including Managing Director are subject to retirement by rotation at each Annual General
Meeting and that all Directors shall retire and be eligible for re-election at least once in three (3) years.
The Directors who are standing for re-election at the forthcoming Annual General Meeting of the Company
are set out in the Notice of the Nineteenth Annual General Meeting.
Board Meetings
The Board meets at least four (4) times a year scheduled at quarterly basis with additional meetings
convened as and when necessary.
During the financial year under review, the Board met on (6) occasions and the attendance of the Board
is as follows:
| Name of Directors |
Attendance |
| Dato’ Seri Mohd Shariff Bin Omar |
6/6 |
| Lin, Kai-Min |
6/6 |
| Lin, Kai- Hsuan |
4/6 |
| Hiew Seng |
6/6 |
| Syed Ibrahim Bin Syed Abd.Rahman * |
2/2 |
| Lin, Tsai-Rong # |
2/2 |
| Lin Hsu, Li-Chu # |
2/2 |
| Lin, Kai-Wen ^ |
Nil |
| (Alternate to Lin Hsu, Li- Chu) |
Note:
* Appointed on 29 June 2016
# Retired at the last Annual General Meeting on 28 May 2016
^ Vacated office on 28 May 2016
Each Director has complied with the minimum 50% requirement on attendance at the Board meetings as
stipulated by MMLR. During the year under review, they deliberated on amongst others:
• the strategic business plan and directions of the Group;
• business development and cost rationalization exercise;
• performance of the Company and its operating subsidiaries;
• the quarterly and year end financial results;
• communications with shareholders; and
• compliance with the principles of corporate governance.
The Board members participated in full during the deliberations in the Board meetings. The Board
discussed by exchanging of views and opinions across the board table and prior to putting the matter to
vote. Decisions were arrived by the majority of votes. The Board's decision in the meetings are recorded
in the minutes of Board meeting and the draft minutes are made available to all Board members prior to
the confirmation of minutes at the next meeting.
The Directors are aware that they should disclose at the Board meeting of their interest in contract which
is in conflict with the interest of the Company or as soon as they are aware of the conflict of interests.
The Directors also observe the requirements that they shall not participate in the deliberation on matters
of which they have interest and hence abstention from voting on the matters.
Alternatively in between Board meetings, the Board may approve matters by way of Directors' Resolution
In Writing circulated to the Directors for approval.
Board Committees
The Board is assisted by Audit Committee, Nomination Committee and Remuneration Committee in
discharging its fiduciary duties, addressing issues and risks that will affect the operation of the Group and
to recommend measures to the Board to mitigate such risks. Each Board Committee is operated within
the defined Terms of Reference which have been approved by the Board.
(i) Audit Committee
The summary on composition, terms of reference and activities of the Audit Committee are presented
in the Audit Committee Report of the Annual Report.
(ii) Nomination Committee
The Nomination Committee is comprised of three (3) Independent Non-Executive Directors.
The Nomination Committee discharged its duties as follows:
• Reviewed the suitability of new candidates to the Board;
• Reviewed on the Directors' retirement by rotation and nominate the re-election and reappointment
of retiring Directors;
• Reviewed the composition of the Board in reference to its size and mix of skills;
• Evaluated the effectiveness of the Board as a whole and the Board Committee;
• Appraised the core competencies and contribution of each individual Director;
• Reviewed the training programmes attended by the Directors, and recommend where necessary;
• Reviewed the independence appraisal on Independent Director; and
• Reviewed the revised the Terms of Reference.
During the year under review, the Board had conducted a number of and the criteria of assessment
made are set out but not limited to the following:
• Directors Self Assessment
✔ The competencies assessed are integrity & ethics, governance, strategic prospective,
business acument, judgement and decision making, teamwork, communication and
leadership.
• Assessment of Independence of Independent Director
✔ The assessment were based on the role of Independent Directors and if there were any
relationship with the Executive Directors, related or acting as nominee for major shareholder.
It also assessed on the ability to continue to exercise independent judgement during the
Board's deliberation and acting in the Company's best interest.
• Assessment of Board as a Whole
✔ Assessment on Adding Value includes the Board actively demonstrate and promote the
values of transparency, accountability and responsibility, review on the Company's goals,
values, core business and the strategy to achieve its purpose, the regular monitoring and
evaluation on implementation and success of strategies, policies and business plans, the
meeting of targets agreed in plans and budget and monitoring of results against Key
Performance Indicators.
✔ Assessment on Conformance includes compliance with relevant laws and regulations,
consistently meet reporting deadlines and requirements and regular monitoring on the
impact of actual and potential conflict of interest.
✔ Assessment on Stakeholder Relationship includes the Board communicate effectively with
its stakeholders and if the Board maintaining good relationship with internal and external
stakeholders.
✔ Assessment on Performance Management that includes the continuous assessment
on its own performance and effectiveness of individual Directors and the Chairman,
implementation of effective induction process or orientation programme for the newly
appointed Director, conduct or arrange training programme for the newly appointed
Director, conduct or arrange training programme for Directors' continuous development,
development and implementation on appropriate succession plan, review performance
of management team, ensure adequate training for management and employee and
regular identification and monitoring of key risk areas.
• Review on Audit Committee
✔ Review on policies, procedures and processes of the internal control function and risk
assessment.
✔ Assessing on the internal audit function including its scope, function and resources.
✔ Appraise the function of External Auditors that including the scope of audit plan, the
independent and objective of external auditors, the related party transaction that may
arise within the Company and the channel of communication.
✔ Review the adequacy and assessment of the internal audit function.
✔ Review the term of office and performance of Audit Committee.
• Review on Remuneration Committee
✔ Appraise on the participation of Executive Directors in discussion on remuneration.
✔ Seeking professional advice, when necessary.
✔ Review the remuneration package that consists of short-terms and long-term rewards.
✔ Review the employment/service contract of Executive Directors and termination benefits
with competitive compensate package.
• Review on Nomination Committee
✔ Recommendations to propose or identify suitable candidates for appointment.
✔ Ensure assessments of the Board and Committees are in place.
✔ Review on succession plan for Executive Directors.
✔ Recommendation on re-election for Directors.
✔ The Secretary was in attendance to record the proceedings of the meetings.
(iii) Remuneration Committee
The Remuneration Committee is made up of three (3) Independent Non-Executive Directors.
The Board has established remuneration policies and procedures which provide for:
• periodic review;
• competitive compensation package for Executive Directors that reflects market rate, individual's
performance, job responsibilities and at levels that are sufficient to attract and retain the
Executive Directors needed to run the Group successfully; and
• Non-Executive Directors are paid a basic fee as ordinary remuneration and additional
allowances for attendance at meetings. The Chairman of the Board and Chairmen of Committes are provided with additional fees.
The primary duty of the Remuneration Committee is to carry out annual review of the Directors'
remuneration to ensure the remuneration packages are sufficiently attractive to retain Directors and
if necessary, drawing from outside advice. The Remuneration Committee upon annual review will
recommend to the Board as a whole to determine the remuneration packages for the Directors. The
Director concerned is not allowed to participate or deliberate in discussion of his own remuneration.
The remuneration for the Non-Executive Directors is dependent on the experience and level of
responsibilities undertaken, which covers a basic Directors' fee based on the responsibilities in the
Board Committee, meeting attendance allowance and reimbursement of reasonable expenses
incurred in the course of their duties.
For the Executive Directors, the remuneration packages are structured so as to link rewards to corporate,
duties and performance. The current remuneration packages of the Executive Directors include a
monthly salary, Directors' fees and meeting attendance allowance that they attended.
The Remuneration Committee met once during the financial year 2016 to review the remuneration
packages for Executive Directors and Non-Executive Directors.
The Secretary was in attendance to record the proceedings of the meeting.
Directors' Remuneration
The Directors' remuneration packages are determined at the Board's level taking into consideration of
the individual Director's contributions, the relevant experience and expertise to assist in managing the
Group effectively.
The details of Directors' remuneration received by the Directors from the Company and its subsidiaries for
the financial year ended 31 December 2016 are categorized in Note 11 of the Audited Financial Statements.
Supply of Information
The Notice of meetings, setting out the agenda and accompanied by the Board and/or Committee meeting
papers are given to the Directors/members of Board Committee prior to the meeting. This is to enable the
Directors and members of Board Committee to have sufficient time to peruse, obtain further information
and/or seek further clarification on the matters to be deliberated either from the management or the
Company Secretary. Urgent matters that need to be discussed by the Board/members of Board Committee
will be presented and tabled under supplemental agenda. The Directors will be provided with additional
financial-related information on operational, development and performance of the Group, explanation
of pertinent issues and recommendations by the management. The matter will then be deliberated and
discussed in detail by the Board before making decision that is favourable to the Company.
All information within the Group is accessible to the Directors in discharge of their duties. Every Director
has unhindered to the advice and services of the company secretary. They are also permitted to seek
independent professional advice as and when deemed appropriate, at the Group's expense.
Qualified and Competent Secretary
The Board is supported by a professionally qualified Company Secretary who has experience in handling
public listed companies. She is accountable to the Board on all matters connected with the proper
functioning of the Board and her responsibility includes:
• assisting the Chairman and the Chairmen of the Board Committees in developing the agendas for
the meetings;
• administering, attending and preparing the minutes of meetings of the Board, Board Committees
and shareholders,
• acting as liaision to ensure good information flow within the Board, between the Board and its
Committees as well as between management and the Directors;
• advising on statutory and regulatory requirements and the resultant implication of any changes that
have bearing on the Company and the Directors;
• advising on matters of corporate governance and ensuring the Board policies and procedures are
adhered to;
• monitoring compliance with the Companies Act, 1965, the MMLR and the Articles of Association of
the Company;
• facilitating orientation of new director;
• disseminating suitable training courses and arranging for Directors to attend such courses when
requested.
• Every Director has full access to the advice and services of the Company Secretary. The Company Secretary
and the senior management proactively monitor and guide the Board on the corporate disclosure
requirements stipulated in the MMLR to ensure the Company is in compliance and make timely disclosures.
Directors’ Training
All the Directors had fulfilled the Mandatory Accreditation Programme ("MAP") stipulated by Bursa Securities.
The Board holds the view that continuous training is vital in broadening their perspectives to aid them
in discharging their duties and responsibilities more effectively. The Board evaluates and determines on
the training needs deemed appropriate to keep abreast with updates from time to time on new statutory
and regulatory requirements and the business environment. The Board does not intend to set a training
budget as it may limit the type of training courses which the Directors can participate in. The Directors are
encouraged to attend trainings to develop their skills and competencies.
The seminars/courses attended by the Directors during the year under review are detailed below:
| Name of Directors |
Title of Seminars |
Duration (Day) |
| Dato’ Mohd Shariff Bin Omar |
Fraud Risk Management Workshop Programme |
½ |
| Lin, Kai-Min |
(i) CG Breakfast Series with Directors
"The Strategy, the leadership, the stakeholders and
the Board" |
½ |
| |
(ii) 2017 Budget and Tax Conference |
½ |
| Lin, Kai-Hsuan |
2017 Budget and Tax Conference |
½ |
| Hiew Seng |
(i) Fraud Risk Management Workshop Programme |
½ |
| |
(ii) CG Breakfast Series with Directors "The Strategy, the leadership, the stakeholders and
the Board" |
½ |
| |
(iii) Companies Act 2016: Key Changes affecting Accountants and Auditors |
1 |
| Syed Ibrahim Bin Syed Abd.Rahman * |
MAP |
1½ |
| Lin, Tsai-Rong # |
- |
- |
| Lin Hsu, Li-Chu # |
- |
- |
| Lin, Kai-Wen ^ |
- |
- |
Note:
* Appointed on 29 June 2016
# Retired at the last Annual General Meeting on 28 May 2016
^ Vacated office on 28 May 2016
The Directors were also regularly updated on the regulatory requirements, industry developments, changes
in laws and accounting standards from the management, auditors and Company Secretary.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of the Group's financial
performance and prospects at the end of the financial year, primarily through the annual financial
statements, quarterly announcement of the financial results to shareholders as well as the Chairman's
statement and review of the operations in this Annual Report.
Directors' Responsibility Statement for preparing the Financial Statements
The Directors are responsible for ensuring the Group and of the Company that the financial statements
for each financial year are drawn up in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act, 1965, so as to
give a true and fair view of the financial position of the Group and of the Company as at the end of the
financial year and of their financial performance and cash flows for the financial year.
In preparing the financial statements the Group and of the Company, the Directors have:
(a) adopted appropriate accounting policies and applied them consistently;
(b) made judgments and estimates that are prudent and reasonable; and
(c) adhered to the Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act, 1965.
The Directors are responsible for ensuring that the Company and the Group maintain proper accounting
records that disclose with reasonable accuracy the financial position of the Group and of the Company,
and which enable them to ensure that the financial statements are drawn up in accordance with the
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 1965.
The Directors are also responsible for taking such steps that are reasonably available to them to safeguard
the assets of the Group and of the Company, and to prevent and detect fraud and other irregularities.
Risk Management and Internal Control
The Board acknowledges its responsibility for the Group's systems of internal controls which cover not only
financial controls but also controls in relation to operations, compliance and risk management.
During the financial year, the Company outsourced the internal audit function whose role is to report
directly to the Audit Committee. The internal audit function assists the Audit Committee in monitoring risks
with independent review. Independent systematic assessments are carried out to ensure adequacy of
internal controls, providing objective feedback and reports to the Audit Committee to ensure compliance
with the systems and standard operating procedures in the Group.
The internal auditors had adopted a risk-based approach towards the planning and conduct of audits
that are consistent with the Group's established framework in designing, implementing and monitoring
of its internal control systems.
Details of the activities carried out by the internal auditors during the year under review are set out in "the
Audit Committee Report" of this Annual Report.
" The Statement on Risk Management and Internal Control" provides an overview of the Company's risk
management framework and the system of internal controls within the Group presented in the Annual
Report.
Relationships with Auditors
The Company has established a formal and transparent relationship with the auditors in line with the
auditors' professional requirements ensuring compliance with the accounting standards in Malaysia. One
of the many functions of the Audit Committee especially with regard to the external auditors is highlighted
in "the Audit Committee Report" of this Annual Report.
Prior to the provision of any engagement of non-audit services by the external auditor, the Audit Committee
will review and approve the acceptance of such engagements. Non-audit services provided by the external
auditors for the financial year under review were in respect of the services rendered for the review of the
Statement of Risk Management and Internal Control (as required under the MMLR) and joint venture
company's accounts.
During the financial year under review, the Audit Committee in consultation with the Board, had established
a questionnaire form setting out the criterions that would be employed to assess the external auditor's
suitability and independence. The criterions set out in questionnaire covered areas such as:
• calibre of external audit firm in terms of standing, international capabilities, technical expertise and
knowledge;
• size and expertise of audit team in terms of ability to provide effective audit service;
• audit scope and planning in terms of adequate geographical coverage and significant areas;
• understanding of audit expectations;
• audit communications in terms of availability, quality, control and timeliness;
• quality processes/performance in terms of independence, quality, efficiency and timeliness of service
delivery;
• audit fees in terms of reasonableness and sufficiency; and
• independence and objectivity in terms of performance, limit on engagement term, cooling off period
of engagement partner and non-audit services rendered, in absolute terms and/or as a percentage
of audit fee
The Audit Committee had reviewed the suitability and independence of Messrs PKF based on the criterions
established by the Board and had recommended their re-appointment as external auditors of the Company
for the financial year ended 31 December 2016. The Board, having considered the Audit Committee's
recommendation, was satisfied with the competency, performance and independence of Messrs PKF and
recommended their re-appointment as the Company's external auditors for shareholders' approval at the
forthcoming Annual General Meeting.
During the financial year under review, the Audit Committee also relied on the written assurance obtained
from the external auditors confirming their independence throughout the conduct of the audit engagement.
SHAREHOLDERS AND INVESTORS
1. Relationship with Shareholders and Investors
The Board always recognises the importance of communications with shareholders and institutional
investors. In this respect, the Company disseminates information to its shareholders and investors
through its Annual Report, timely public announcements and the quarterly financial results are
released to the Bursa Malaysia Securities Berhad which provide the shareholders and investors with
an overview of the Group's performances and operations.
The Board recognises the use of the Annual General Meeting as a principal forum for dialogue and
to communicate with shareholders. Extraordinary General Meetings are held as and when required.
The Company has maintained a website at www.cymao.com for the access of shareholders and
the general public to retrieve information of the Group. Investors and members of the public who
wish to channel queries on matters relating to the Group may email to info@cymao.com.
2. General Meeting
The Annual General Meeting and Extraordinary General Meeting serve as a platform for the
shareholders to seek more information on the audited financial statements and other matters of
interest. The Board at all times encourages attendance and participation of shareholders at the
Company's general meetings. The Company sends out the notice of general meeting and related
papers to the shareholders at least twenty-one (21) days before the meeting.
The special business in the Notice of Annual General Meeting is accompanied with a full explanatory
of the effects of the proposed resolutions to facilitate full understanding and to help shareholders
make informed decision at the general meeting.
The Code recommends putting substantive resolutions to vote by poll at Annual General Meeting
and encourages electronic poll voting. The Board is of the view that the Company will not implement
electronic poll voting as the cost out weights the benefits.
The Audit Committee of Cymao Holdings Berhad ("Cymao") is pleased to present the Audit Committee
Report for the financial year ended 31 December 2016.
The Audit Committee was established to act as a Committee of the Board with the principle objective of
assisting the Board in discharging its fiduciary responsibilities on areas of corporate governance, internal
control system, risk management and financial reporting of the Group.
The Audit Committee has clear written Terms of Reference defining its functions, qualification for membership,
scope of duties and responsibilities, governing the manner in which the Committee operates and how
decisions are made. The Terms of Reference are available at the Company's website.
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