The primary objectives of the Committee are to assist the Board in fulfilling its responsibilities relating to KPS Berhad and its subsidiaries’ (“KPS Berhad Group”) investment and divestment matters, as follows:

1. The Committee shall assist KPS Berhad’s Board and management in evaluating KPS Berhad Group’s investment (which includes projects) and divestment activities and the monitoring of KPS Berhad Group’s existing investments.
2. The Committee shall evaluate all investment and divestment proposals, after such proposals have been evaluated by KPS Berhad’s Investment Evaluation Committee (“IEC”). The IEC, after conducting the relevant evaluations, shall make its recommendation to the Committee for their further evaluation and decision.
3. The Committee shall make its final recommendation to the Board at its meetings.
4. The Committee shall exclude the evaluation of related party transactions which shall fall under the purview of the Audit Committee.

• Constitution
• Secretary of the Committee
• Reporting
• Ethics & Procedures
• Review of the Terms of Reference

Membership

1. The Committee members shall be appointed by the Board from amongst the Directors of KPS Berhad and shall consist of not less than three (3) members.
2. The Chairman of the Committee shall be appointed by the Board.
3. No alternate Directors of the Board shall be appointed as a member of the Committee.

Authority

1. The Committee is authorised to act in accordance with the scope of its responsibilities.
2. The Committee should be provided with sufficient resources to undertake its responsibilities.
3. The Committee is authorised to seek any information it requires from any Director or employee of KPS Berhad in order to perform its duties.

Roles & Responsibilities

Without limiting the generality of the Committee’s objective, the Committee shall have the following responsibilities:

1. To evaluate investment and divestment proposals for KPS Berhad Group.
2. To approve the commencement of due diligence for new investments
3. To approve the commencement of final negotiations upon the successful outcome of due diligence.
4. To consider and recommend investment and divestment proposals to the Board.
5. To evaluate investment and divestment criteria, policies, guidelines and procedures for approval by the Board.
6. To monitor new investments and divestments which are ongoing and provide updates to the Board on the progress until the signing of a definitive agreement.
7. To see that appropriate action is taken to ensure compliance and to correct non-compliance with KPS Berhad’s procedures, policies and practices relating to its investment and divestment activities.
8. To review legal, regulatory and other matters relating to KPS Berhad Group’s investment and divestment activities.
9. To review and monitor the quarterly performance and progress of the existing investments which are also governed by the MMLR of Bursa Securities, and which may have an impact on the business sustainability of KPS Berhad Group.
10. To redefine, in consultation with the Board, the roles, duties and responsibilities of the Committee, in order to integrate the dynamic requirements of business and the future plans of the KPS Berhad Group, subject at all times to the principles of sound corporate governance.
11. To undertake special projects or activities which the Board or the Committee considers necessary and perform other tasks or duties as may be requested or delegated by the Board.
12. To assist the Board in enabling the KPS Berhad Group to operate its business ethically, responsibly and sustainably.

Meetings and Quorum

1. The Committee shall meet with such frequency and such times as it may determine, but in any event, not less than twice a year.
2. Any three (3) members present shall constitute a quorum.