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Terms of Reference of Sustainability Committee

1. Objective 

The principal objective of the Sustainability Committee (“Committee”) is to assist the Board of Directors of LBS Bina Group Berhad (“LBS” or “Company”) in fulfilling its oversight responsibilities in relation to the sustainability strategy and initiatives covering economic, environmental, social and governance (ESSG) aspect as well as embedding sustainability practices into the businesses of the Company and its subsidiaries (“Group”).

2. Members

(a) The Sustainability Committee shall be appointed by the Board and shall comprise at least 3 members.

(b) The members of the Committee shall elect a Chairman from among their number. 

(c) In the event of any vacancy in the Committee resulting in the number of members being reduced to below 3, the Board shall, within one (1) month fill the vacancy. 

(d) The Board shall have the discretion as it deems fit to rescind and/or revoke the appointment of any person(s) in the Committee.

3. Meeting

(a) The quorum for meeting of the Committee shall be three (3). 

(b) Meetings shall be held as and when appropriate, but shall not less than once in a calendar year. 

(c) Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any member thereof. Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee not less than three (3) working days prior to the date of the meeting. 

(d) A resolution in writing signed by a majority of the Committee Members for the time being shall be as valid and effectual as if it had been passed at a Meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Committee Members. Any such document, may be accepted as sufficiently signed by a Committee Member if transmitted to Company by telex, telegram, cable, facsimile or other electrical or digital written message purporting to include a signature of a Committee Member.

(e) The Company Secretary shall be the Secretary of the Committee. 

(f) The Committee is authorised to call any employee to attend at a meeting of the Committee as and when required.

4. Reporting Procedures

(a) The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee. Minutes of each meeting shall be duly entered in the book provided therefor. 

(b) The Chairman shall report the proceedings of each meeting to the Board. 

5. Authority

(a) The Committee is authorized by the Board to undertake the specific duties and responsibilities stated below. The Committee is also authorized to obtain external legal or other independent professional advice, as it considers necessary. 

(b) The Committee may sub-delegate any of its powers and authority as it thinks fit, including, without limitation the establishment of sub-committees to analyse particular issues or themes and to report back to the Committee.


6. Duties and Responsibilities

The Committee has the overall responsibility for overseeing the requirements for the Group to conduct its business in a responsible manner in relation to its impact to the environment, economic, social and governance aspects:- 

(a) To advise the Board and recommending the sustainability strategies and related policies for adoption and the implementation of such strategies and policies; 

(b) To monitor the implementation of processes, standards, measures and actions designed in achieving the organisation’s sustainability milestones and goals; 

(c) Monitoring the adequacy of resource allocated in achieving compliance with strategies, targets, policies and roadmaps pertaining to sustainability;

(d) Monitoring the overall management of stakeholder engagement and its outcomes, including ensuring mechanisms for sustainability-related grievances are in place;

(e) Assisting the Board members to keep abreast with and understand the sustainability issues relevant to the Group and its business, including but not limited to climate-related risks and opportunities; and

(f) Assessing, reviewing and recommending to the Board for approval the Company’s annual sustainability report/statement.

7. Review

This Terms of Reference has been endorsed by the Board of Directors and is made available for reference on Company’s corporate website and internal computer networking system. It shall be reviewed by the Board of Directors and update whenever necessary to ensure its effective implementation.