Committees

Group Nomination and Remuneration Committee (GNRC)

The Group Nomination and Remuneration Committee (GNRC) 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 GNRC shall have a minimum of 3 members of the Board of which a majority comprise of Independent Directors, with at least one (1) BNM Nominated Director or one (1) Bank Nominated Director. The GNRC shall be chaired by an Independent Director.


Under responsibilities of GNRC:

  • Assess the performance of Management (Direct Reports to the GCEO) of the Company; and
  • Assess the performance of the GCEO for recommendation to the Board.



Group Audit and Risk Management Committee (GARC)

The GARC shall have a minimum of 3 members of the Board, of which a majority shall comprise of Independent Directors, with at least one (1) BNM Nominated Director or one (1) Bank Nominated Director. The GARC shall be chaired by an Independent Director.

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


Audit

  • Oversee the Company’s relations with the internal auditors and external auditors including making recommendations to the Board on their appointment, reappointment or removal.
  • Review and endorse the terms of engagement and the fees to be paid to the External Auditors in respect of audit and non-audit services.
  • Ensure the effectiveness of the internal audit, technology audit, external audit functions and the audit processes.
  • Review the findings of the external auditors, BNM auditors and other relevant parties including 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. This would also include the adequacy of competent internal auditors to perform technology audits.
  • Review and oversight of periodic reports on the results of the Internal Auditors’ work, considering the material findings of their investigations, Management's responses and closure of corrective actions on findings.
  • To carry out such other responsibilities as may be delegated by the Board from time to time.


Risk

  • Review the design and implementation of the Company’s Enterprise Risk and Business Continuity Management Framework and Policies to ensure alignment to regulatory requirements and industry’s best practices.
  • Oversee the Company’s risk exposures and ensure that the business and operational strategy and decisions are within the risk appetite set by the Board which will include amongst other matters relating to technology risk
  • Review the adequacy and effectiveness of the risk management function ensuring sufficient authority, stature, independence and access to the Board.
  • Ensure a strong risk culture is pervasive, well-integrated and embedded into the business operations throughout the Company.
  • Make recommendations to the Board on matters involving risk.
  • To carry out such other responsibilities as may be delegated by the Board from time to time.

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.



Group Board Rules Committee

The Group Board Rules Committee (GBRC) 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 GBRC 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 GBRC 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 GBRC is a Non-Executive Director from Bank Negara Malaysia.

The responsibilities of the GBRC are as follows:

Approve Issuance of Rules

  • Review and approve issuance of Rules for services provided by PayNet Group, and amendments to such Rules, excluding the following areas where authority for approval has been granted to PayNet Group Management Committee (“PGMC”) as follows:
    • Revisions to Rules to correct grammatical, formatting, and typographical errors; and
    • Consequential changes to Rules of an operational nature that are necessary due to new Rules or revision of existing Rules approved by BRC.
  • Review notifications regarding revision to Rules approved by PGMC in situations where authority has been delegated to PGMC.
  • (c) Endorse for the Board’s approval Rules that affect PayNet Group’s risk appetite as well as Rules that materially affect PayNet Group’s risk exposure or financial position

Approve Governance Framework for Rules and Compliance

  • Approve policies and framework that govern issuance of Rules, enforcement of Rules as well as compliance to Rules.
  • Ratification of exceptions to Rules and to note penalty waivers approved by PGMC based on the guiding principles set out by the BRC.

Monitor Compliance to Rules

Review and monitor both participants and PayNet’s compliance to Rules 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, Retail Payments
  • Director, Information Services
  • Director, Card Services
  • Director, Corporate Services
  • Director, Human Capital Management


  • Director, Risk & Compliance
  • Director, Finance & Administration
  • Director, Client Engagement
  • 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 PGMC 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.