Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee (NRC) is primarily responsible in evaluating and making decisions pertaining to remuneration, compensations and benefits of the Board Members and the Senior Management (Directors and above) of the Company. This would include the principles and criteria used for evaluation of performance upon request of the Group Chief Executive Officer.

The NRC has three (3) members of the Board of which, a majority is appointed from among the Independent Non-Executive Directors. The Chairman of the NRC is a Board member who is appointed and approved by Bank Negara Malaysia (BNM).

The responsibilities of NRC are as follows:

  • Establish a process for selecting, nominating and assessing the performance of all Board members and Senior Management (direct reports to the Group Chief Executive Officer).
  • Recommend candidates for Chairman and new Directors to the Board of Directors.
  • Recommend the re-election of Directors retiring by rotation at annual general meeting to the Board of Directors.
  • Recommend Board members to serve on the Board committees of the Company.
  • Recommend candidates for Senior Management (direct reports to the Group Chief Executive Officer) positions.
  • Where applicable, establish the process of appointing and setting terms and reference for consultants engaged to provide advisory services to NRC.
  • Approve the remuneration and compensation (fixed and variable) packages for Directors and Senior Management (direct reports to the Group Chief Executive Officer), including compensation and benefits of any kind (including termination benefits) and to notify the Board on the decision once approved.

  • Review the performance of the relevant staff against the Company’s annual Corporate Scorecard endorsed by the Board.
  • Recommend to the Board, the remuneration and compensation (fixed and variable) packages for the Group Chief Executive Officer and Senior Management (direct reports to the Group Chief Executive Officer), including compensation and benefits of any kind (including termination benefits).
  • Recommend to the Board the remuneration policies applicable to employees of the Company including review and endorse the employees’ remuneration, compensation (fixed and variable) packages and benefits.
  • Assess the performance of Senior Management (direct reports to the Managing Director) of the Company; and
  • Assess the performance of the Managing Director for recommendation to the Board.

Audit and Risk Management Committee

The Audit and Risk Management Committee (ARC) plays an important role in assisting the Board in in setting and reviewing risk management policies and strategies of the Company. The ARC has a minimum of three (3) members of the Board, of which a majority is appointed from among the Independent Non-Executive Directors. The Chairman of the ARC is appointed by the Chairman of the Board.

The responsibilities of the Audit & Risk Committee are as follows:-

Risk & Internal Controls

  • Systematically recognize, asses and control risks pertaining to operations, liquidity, investment and legal risks as well as other major risk issues faced by the Company.
  • Ensure the availability of a Business Continuity Plan (BCP) for services provided by the Company and the Business Continuity Management for such BCP are in place.
  • Exercise oversight of management’s responsibilities, and review the risk profile of the company to ensure that risk is not higher than the risk appetite determined by the Board.
  • Monitor the effectiveness of risk management functions throughout the Company.
  • Monitor the independence of risk management functions throughout the Company.
  • Ensure the availability and adequacy of the infrastructure, resources and systems for risk management to maintain a satisfactory level of risk management discipline.
  • Review the strategies, policies, frameworks and procedures that lead to the identification, measurement, reporting and mitigation of material risks.
  • Review issues raised by Internal Audit that impact the Company’s risk management framework.
  • To protect the Company’s personnel and its physical, financial, and intangible assets.
  • Ensure that the risk awareness culture is pervasive throughout the Company.
  • Make recommendations to the Board on matters involving risk.

External & Internal Audit

  • Oversee the Company’s relations with the External and Internal Auditors and make recommendations to the Board of Directors on their appointment, reappointment or removal.
  • Approve the terms of engagement and the fees to be paid to the External Auditors in respect of audit and non-audit services.
  • Assess annually the effectiveness of the External and Internal Auditors and the audit process in context of the Company’s risk management system.
  • Review the audit representation letters prior to the finalization of the findings.
  • Review the findings of the External Auditors; including those stated in the Management Letters and any other major issues that may arise during the course of the audit.
  • Review and agree in advance the annual internal audit plan and the resources dedicated to the internal audit function of the Company.
  • Review periodic reports on the results of the Internal Auditors’ work, considering the material findings of their investigations and Management’s responses.

Financial Reporting

  • Review the Company’s interim and year-end consolidated financial statements, together with the associated narrative reports or any other documents containing financial information proposed for issue by the Company (collectively “financial information”) before submission to the Board.
  • Monitor the integrity and reliability of the financial information.
  • Review reports and discuss any issues arising from the interim reviews or year-end audit, and any other matters the External Auditors may wish to raise.

Rules Committee

The Rules Committee (RC) evaluates and makes decisions pertaining to the rules and service standards that govern the payments eco-systems and financial market infastructures operated by the PayNet. The RC plays a pivotal role in ensuring that PayNet’s payments, cash and securities services are offered consistently, reliably and in accordance with stipulated service standards across all participating financial institutions and payment institutions.

The RC has three (3) members of the Board of Directors of which a majority is appointed from among the Independent Non-Executive Directors. The Chairman of the RC is a Non-Executive Director from Bank Negara Malaysia.

Responsibilities of the Rules Committe

  • Approve Governance Framework for Rules and Compliance as well as policies and framework that govern issuance of Rules, enforcement of Rules as well as compliance to Rules
  • Review and approve issuance of rules and procedures for PayNet’s services, and amendments to such rules and procedures.
  • Endorse for the Board’s approval rules that affect PayNet’s risk appetite as well as rules that materially affect PayNet’s risk exposure or financial position.
  • Review and monitor compliance to Rules and, where applicable, imposition of penalties for non-compliance.

PayNet Group Management Committee

The PayNet Group Management Committee (PGMC) is the decision making body of the Company. PGMC is responsible for formulating procedural policies and making decision for day-to-day operations, management and administrative issues based on delegation of all powers, authorities and discretion by the Board.

PGMC consists of the following officers, or as may be determined by the Group Chief Executive Officer:

  • Group Chief Executive Officer
  • Group Chief Operating Officer
  • Director, Large Value Payments & Securities Services
  • Director, Retail Payments
  • Director, Information Services
  • Director, Card Services
  • Director, Corporate Services

  • Director, Human Capital Management
  • Director, Risk & Compliance
  • Director, Finance & Administration
  • Director, Cash Services
  • Permanent Attendees:
    Head of Legal, Rules & Secretarial
    Head of Internal Audit

The PGMC’s responsibilities shall include but is not limited to the following:

  • Assist the Group Chief Executive Officer in overseeing the management and operations of the Company.
  • Develop the Company’s business within the strategic framework approved by the Board.
  • Review the business, operations and investments of the Company including investment policies and any significant acquisitions or partnerships.
  • Review monthly management accounts of the Company, identify issues and implement approved improvement measures.
  • Approve and review implementation of change management initiatives.
  • Review human capital management policies including manpower planning, training, and career development program and succession plans.
  • Review annual business planning, budgeting exercise and annual corporate business plans including business and marketing plan, IT strategy, human capital management strategy and financial budget.
  • Make recommendations for approval of the corporate business plan and the Company’s policies and strategies to the Board and the Board Committees.
  • Review significant risks and exposures that exist and implement mitigation steps to minimize risk exposure to the Company.
  • Review business and operational issues to approve remedial action plans or make recommendations to the Board Committees or the Board for onward approval.
  • Review and approve development projects and initiatives including capital and operational expenditure within the authority limits approved by the Board.
  • Conduct periodical reviews on the business plans, policies and procedures, projects, financial performance, risks and other relevant areas and activities of the Company.
  • Provide guidance and direction to the project teams on all related issues.
  • Ensure all key decisions of the Board, Board Committees and MMC are clearly communicated to the relevant staff of the Company.
  • Make decisions in the best interest and to the long term sustainability of the Company; which serves the purpose and direction of the Company’s strategic and financial plan.