##### 1.1 BOARD OF DIRECTORS
|Body|Roles and Responsibilities|
|---|---|
Board of Directors (BoD)
Sustainable Development
and Corporate Governance
Committee (SD & CG)
The BoD is responsible for approving policies, strategies, and targets related
to climate change that will support sustainable business growth in the short,
medium, and long-term. This is with due consideration to the findings and
financial implications of the climate risk assessment process, allowing the BoD
to allocate funds and resources for the effective and timely implementation of
climate mitigation and adaptation measures.
The BoD meets at least five times per year and on an annual basis, discusses
agendas on Sustainable Development and Climate Change. In 2023, the BoD was
informed about Climate Change-related issues at least 4 times by the Sustainable
Development and Corporate Governance Committee (SD & CG).
The Board of Directors Charter(https://www.tipcoasphalt.com/wp-content/
uploads/2023/11/Draft-Board-Charter-Eng-13-Nov-2023.pdf) provides additional
details on roles and responsibilities of the BoD.
The SD & CG is responsible for overseeing policies, strategies, and direction of
Tipco Asphalt's business operation to ensure it is in-line to achieve Sustainable
Development and Corporate Governance objectives.
These objectives are derived from climate strategies, GHG emissions reduction
targets, and outcomes of response measures to Climate Change-related risks
and opportunities. For additional details on Tipco Asphalt's climate-related targets
and progress, please refer to section 4 of the report.
The SD & CG meets on a quarterly basis to discuss climate-related matters, and
reports those to the BoD.
The Sustainable Development and Corporate Governance Committee Charter
(https://www.tipcoasphalt.com/wp-content/uploads/2023/02/SD-and-CGCharter-Eng.pdf) provides additional details on the roles and responsibilities of
the SD & CG.
Executive Committee (EC) The EC is responsible for establishing policies and operating procedures of the
Group's Enterprise Risk Management (ERM) objectives and targets. Through the
ERM process the EC is able to review and monitor potential Climate Change-
related risks and assessments conducted by each business unit (and respective
strategies) and make recommendations for further action to the BoD.
The EC meets at least five times per year and reports directly to the BoD." [...] "##### 1.2 EXECUTIVE OVERSIGHT OF CLIMATE CHANGE
**Executive Oversight** **Roles and Responsibilities**
|Executive Oversight|Roles and Responsibilities|
|---|---|
Chief Executive Officer
(CEO)
Sustainable Development
Management Review
Committee (SDC)
Risk Management
Committee (RMC)
The CEO is responsible for driving Tipco Asphalt's implementation of climate
strategic projects and achieving its Climate Change-related commitments and
targets.
As a member of the SD & CG committee and Chairman of the EC, the CEO
oversees monitoring, assessment, and response towards climate-related risks
and opportunities.
The SDC is responsible for the development and execution of climate-related
strategic projects that meet or exceed the established policies and targets of
Tipco Asphalt. The committee is represented by senior management from various
business units to provide recommendation and resources to the SDC and
vice versa. Application of the ERM framework is conducted on all projects and
initiatives to assess potential risks and opportunities that may arise to ensure that
the SDC, with representation from the Risk Management Office (RMO), makes
due consideration to Climate Change-related risks.
Once the Group's climate targets have been approved by the BoD, the SDC will
implement its climate strategic projects and provide a report to the SD & CG and
the CEO on a quarterly basis.
Once the Group's climate targets have been approved by the BoD, the SDC will
implement its climate strategic projects in each related business unit to ensure
that there is alignment between operational-level action plans and corporate-level
climate strategies.
The SDC consists of senior management with the Chief Operating Officer (COO)
as the Chairman of the committee.
The RMC is responsible for ensuring that the ERM process is integrated into
the climate-based activities and initiatives of the Group, reviewing associated
risk assessments, and reporting mitigation plans and procedures to the EC and
the BoD. Upon recommendation of the RMC (and RMO) to the EC and the BoD,
implementation of additional control measures is to be implemented at the oper
ational-level to ensure risk exposure are within acceptable levels.
The RMC consists of business unit heads, c-suite executive management, and
executive directors with the Chief Executive Officer (CEO) as Chairman of the
committee. The RMC meets on an annual basis and provides a Risk Report to
the EC and the BoD.
Risk Management The RMO is responsible for ensuring that all related business units utilize,
Office (RMO) integrate, and receive training on the ERM framework for risk assessment on
climate-based initiatives and projects. This allows for the RMO to monitor and
provide appropriate response measures and controls on all climate-based
activities of the Group.
RMO operates as a hybrid model which consists of management "Risk Champions"
that are embedded in each business unit to ensure open communication and
the exchange of knowledge and information and head by senior management.
Tipco Asphalt has also provided training on climate change to members of the BoD, board sub-committees, and
executive management to better prepare them on their roles and responsibilities for Climate Governance. In 2023,
BoD-level training session topics consisted of (1) global climate landscape, (2) business implications for Tipco
Asphalt, (3) climate risk assessment, and (4) the IFRS S2 standard framework.