The Board Charter (“Charter”) formalizes the various roles and responsibilities of the Board of Directors of the Company (“Board”), Board Committees and individual Director in discharging their fiduciary and leadership functions.
The Charter sets out the role, functions, composition, operation and processes of the Board and is to ensure that all Board members are aware of their duties and responsibilities.
Board Charter Excerpt
- ROLE OF THE BOARD AND ITS PRINCIPAL RESPONSIBILITIES
- The Board is collectively responsible for the stewardship of the Group’s business and affairs, setting the Company’s long-term strategic direction and safeguarding interests of the stakeholders.
- The principal responsibilities of the Board are as follows:
- reviewing and adopting a strategic plan, as developed by Management, that promote sustainability within the aspect of environmental, social and governance;
- overseeing the conduct of the Group’s business in accordance with its strategic plan and budget;
- monitoring the performance of Management to ensure sound financial and operational management;
- identifying principal business risks faced by the Group and ensuring the implementation of appropriate internal controls and mitigating measures to manage such risks;
- overseeing and review in the identification and management of sustainability matters;
- overseeing the development and implementation of investor relations and shareholder communication policy;
- ensuring succession planning are in place for the orderly succession of senior management;
- reviewing the adequacy and integrity of the Group’s management information and internal control systems, ensuring there is a sound framework of reporting internal controls and regulatory compliance; and
- overseeing the Group’s adherence to appropriate corporate governance structure and ethical corporate behavior.
- The Board has reserved the following matters, amongst others, for its decision:-
- appointment and recommendation for removal of Directors
- appointment and removal of Chief Executive Officer/Group Managing Director, Chief Financial Officer and Company Secretaries
- establishment of Board Committees, members and term of reference
- recommendation of Directors’ fees to be approved by shareholders
- approval of strategies and annual budget;
- approval of annual and quarterly results;
- material acquisition and disposal of assets not in the ordinary course of business
- decision on major investment and award of contracts
- treasury policies and authority levels
- risk management policies
- approval of interim dividend and recommendation of final dividend and other distribution for shareholders approval
- The Board has adopted a Code of Ethics and has in place a Whistle-Blowing Policy.
For the full Board Charter, please download the PDF (BOARD-CHARTER.PDF, 1MB) for your perusal.