Malaysia legislation
Section 25
of SARAWAK SOVEREIGN WEALTH FUTURE FUND BOARD ORDINANCE, 2022
Section 25
Restriction on Voting
A Guardian who has a material personal interest in a matter that is being considered at a meeting of the Board or its committee shall not―
(a)
be present while such matter is being deliberated at the meeting; or
(b)
vote on such matter.
Establishment of Committees 26.―(1) The Board shall establish and maintain the following committees of the Board:
(a)
the Investment Committee;
(b)
the Risk Committee;
(c)
the Remuneration Committee;
(d)
the Internal Audit Committee; and
(e)
the Shariah Advisory Committee.
(2)
Notwithstanding subsection (1), the Board may establish such other committees as may be necessary, and having such other functions as the Board thinks appropriate, for the proper discharge of the functions and duties of the Board.
(3)
The committees established under subsection (1) shall have the duties and responsibilities specified under this Ordinance and such additional duties and responsibilities as may be determined by the
Board from time to time.
(4)
The committees established by the Board shall report to the
Board at every meeting of the Board on all decisions, recommendations or proposals made by the committees for the endorsement, direction or information of the Board.
Composition and proceedings of Committees 27.―(1) The Board shall determine the composition of each committee established by the Board, and the persons to be appointed to such committee provided that—
(a)
the members of the committees established by the
Board pursuant to section 26(1) shall be from among the
Guardians; and
(b)
the Board may appoint any person to be a member of any committee established under section 26(2) provided that such committee established includes at least one Guardian and, unless otherwise determined by the Board, the Chief Executive Officer.
(2)
A committee established under section 26 may regulate its own procedure and, in the exercise of its powers under this section, such committee shall be subject to and act in accordance with any directions given to the committee by the Board which is not inconsistent with this Ordinance.
(3)
Meetings of a committee established under section 26 shall be held at such times and places as the chairman of such committee may, subject to subsection (2), determine.
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(4)
A committee may invite any person, for the purpose of advising it on any matter under consideration to attend any meeting of the committee but the person so invited shall not be entitled to vote at any such meeting.
(5)
Members of a committee or any person invited to attend any meeting of a committee may be paid such allowances and other expenses as the Board may determine.
(6)
A member of a committee shall hold office for such term as may be specified in his instrument of appointment and is eligible for re-appointment.
(7)
The appointment of any member of a committee may at any time be revoked by the Board without assigning any reason thereto.
(8)
A member of a committee may at any time resign his office by a written notice addressed to the Chairman of the Board.
The Investment Committee 28.
The Investment Committee shall, without derogating from the general duties of the Board in relation to such matters, be responsible for―
(a)
oversight of the investments of the Fund;
(b)
implementation of the Fund's investment management framework;
(c)
making recommendations to the Board on the investment policies of the Fund as well as in relation to specific investments;
(d)
making recommendations to the Board on the engagement of investment and fund managers;
(e)
reviewing all investments and transactions that could adversely affect the return on the investments of the Fund that are brought to the Investment Committee's attention, whether by officers of the Board or otherwise; and
(f)
other matters pertaining to investments of the Fund.
The Risk Committee 29.
The Risk Committee shall, without derogating from the general duties of the Board in relation to such matters, be responsible for―
(a)
oversight of the Fund's investment, financial, operational and reputational risks;
(b)
implementation of the Fund's enterprise risk management framework; and
(c)
making recommendations to the Board on the key risk policies relating to the Fund and its investments.
The Remuneration Committee 30.
The Remuneration Committee shall, without derogating from the general duties of the Board in relation to such matters, be responsible for―
(a)
reviewing and making recommendations to the Board on:-
(i)
the remuneration and allowances of the Guardians and members of the Investment Advisory Panel; and
(ii)
the policies and practices on salaries or grades, performance appraisals and incentives schemes for all officers and employees of the Board; and
(b)
oversight of the implementation of such remuneration policies and practices once approved by the Board.
The Internal Audit Committee 31.
The Internal Audit Committee shall, without derogating from the general duties of the Board in relation to such matters, be responsible for:-
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(a)
receiving, evaluating or examining all reports of internal and external auditors of the Board;
(b)
oversight of the Fund's audit framework, internal audit plan and audit reports, and management actions to address material findings;
(c)
oversight of the Board's internal controls and compliance with legal and regulatory requirements;
(d)
the integrity and accuracy of the accounts and financial statements of the Fund; and
(e)
reviewing and approving the Board's annual financial statements and reporting to the Board before the statements are approved by the Board.
The Shariah Advisory Committee 32.
The Shariah Advisory Committee shall, without derogating from the general duties of the Board in relation to such matters, be responsible for:-
(a)
oversight of the Fund's investment framework and policies in relation to Shariah compliant investments;
(b)
advising the Board on any matter relating to the Shariah, and the application of Shariah principles to any matter relating to any investment or prospective investment of the Fund; and
(c)
reviewing, and advising the Board as to, the Shariah compliant nature of the Fund's investments that are expressed to be
Shariah compliant.