Perbadanan PR1MA Malaysia (“PR1MA” or “the Corporation”) and its subsidiaries (“PR1MA Group”) have always practiced an effective corporate governance framework in managing its business activities and affairs. As a corporation, PR1MA is subjected to the laws of its formation which is Perumahan Rakyat 1Malaysia Act 2012 (Act 739) (“PR1MA Act 2012”).
PR1MA operates in a dynamic business environment where the risk management and internal control system must be responsive to be able to support PR1MA in achieving its strategic business objectives.
MEMBERS OF CORPORATION
The Members of Corporation (“MoC”) is collectively responsible for the proper stewardship of the Corporation’s business and general policy, achieving the Corporation’s mandate and its objective to provide and maintain affordable housing for middle-income households in urban, new urban, sub urban and other areas deemed strategic, whilst taking into account interests of other stakeholders.
The MoC is also responsible to ensure the Integrity Unit (“IU”) which was established on 1 June 2019 pursuant to the Arahan YAB Perdana Menteri No. 1 Tahun 2018, performs its predfined core functions and overseeing the IU performance through reporting.
The MoC is guided by the Members of Corporation Charter (the “MoC Charter”) which outlines the role, functions, composition, operation and processes of MoC and matters reserved for the MoC as well as matters that the MoC may delegate to its Committees and Management with the aim of streamlining and enhancing corporate governance practices to ensure transparency, accountability and integrity of the PR1MA Group.
The Charter is governed by the PR1MA Act 2012, incorporates provision of the Companies Act 2016 (“Companies Act”), the Malaysian Code on Corporate Governance 2017 (“MCCG”) and better practices of good governance promulgated in other authoritative requirements where necessary.
MoC Charter (link).
To ensure smooth operations, facilitate the decision-making process and at the same time ensure appropriate controls, the MoC is supported by two key committees, namely the Audit and Risk Management Committee (“ARMC”) and the Nomination and Remuneration Committee (“NRC”) which were established in accordance with the PR1MA Act 2012.
The Committees and their responsibilities are as follows:
Audit and Risk Management Committee (“ARMC”)
The ARMC comprises of four (4) members and its primarily responsible to assist the MoC on matters related to audit, financial reporting, risk management and Integrity Unit:Terms of Reference (link)
The ARMC oversees the Corporation’s both internal and external audit report for PR1MA (Jabatan Audit Negara) and review the internal audit programme and processes, ensuring adoption of standards established by professional bodies or government agency practices and the results of the same and whether appropriate action is taken on the recommendations of the internal audit function.
The ARMC assists the MoC in fulfilling its responsibilities with regards to the Corporation’s half yearly and annual financial statement (consolidated) and adopted audited accounts (consolidated), bad debts, impairment and revaluation of assets and permanent diminution in value as well as any related party transaction and conflict of interest situation that may arise within the ambit of the MoC and Management integrity.
The ARMC is responsible for assisting the MoC in overseeing the risk management framework. It supports the MoC in fulfilling its responsibility in identifying significant risk and ensuring implementation of appropriate systems to manage PR1MA’s overall risk exposure. The ARMC also reviews the outcome of the enterprise risk assessments and oversee all risk management initiatives and efforts in inculcating a robust risk practising culture in the Corporation.
The ARMC oversees the implementation of the IU to achieve its objectives and issues of corruption, fraud, embezzlement, and unethical behaviour in the Corporation; and review the performance report by IU, integrity related policy and procedures and the Statistic Report of the Whistleblowing policy.
Nomination and Remuneration Committee (“NRC”)
The NRC assists the MoC in fulfilling its responsibilities in matters relating to the selection and assessment of Members and its Committees, Member’s remuneration package framework, policy pertaining to employee’s remuneration and benefits schemes and corporate Key Performance Indicators (“KPIs”).Terms of Reference (link)
MANAGEMENT EXECUTIVE COMMITTEE (“MEC”)
The PR1MA Group has established a clear organisation structure that sets out the reporting line, roles and responsibilities, accountability, and authority from the MoC and Management to operational levels. At the operational level, Management has the responsibility to implement MoC approved frameworks, policies, and procedures.
The MEC has been provided with powers to manage the day-to-day operations of the PR1MA Group. These powers to execute transactions is defined and formalised in the PR1MA Group Limits of Authority (“GLOA”). The operations of the MEC is governed by its own Terms of Reference.
In relation to Jawatankuasa Anti Rasuah (“JAR”), the MEC assists the MoC in identifying issues, problems and improvement measures in Governance, Integrity and Anti-Corruption based on four terms of reference as follows:
Policies, Legislation and Regulations;
Work Systems and Procedures;
Governance and Integrity Enhancement; and
Detection, Compliance, Punitive and Recovery.