The Company has in place a Board Charter that sets out, amongst others, the responsibilities, authorities, procedures, evaluation and structure of the Board and Board Committees as well as relationship between the Board with its management and shareholders. The Board Charter is reviewed and updated periodically. The principal functions of the Board are as follows:
- Ensuring that the Company’s goals are clearly established and strategies are in place for achieving them;
- Ensuring that the Group has appropriate risk management process including adequate control environment, systems for compliance with applicable laws and regulations, and controls in areas of significant risks identified;
- Reviewing and approving major corporate strategies, plans and annual budget;
- Monitoring the performance of the corporate strategies;
- Approving capital expenditure, capital management and acquisitions/ divestments;
- Monitoring the performance of management in the implementation of strategies and policies.
- Approving the recruitment, appointment, promtion, confirmation and termination of service, as well as the remuneration package, and compensation and benefits policies and the terms and conditions of Key Management Positions;
- Determining the general composition of the Board (size, skill and balance between executive directors and non-executive directors) in order to ensure that the Board consists of the requisite diversity of skills, experience, gender, qualification, and other core competencies required;
- Approving a framework of remuneration for directors, covering fees, allowances, and benefits-in-kind (directors of all boards and committees);
- Ensuring that the Board is supported by a suitably qualified and competent Company Secretary;
- Ensuring that the Board members have access to appropriate education and training programmes to keep abreast of the latest developments in the industry, and as may be prescribed by the regulatory authorities from time to time;
- Approving the Group’s financial statements (and ensuring the reliability of the same) as well as the interim dividend and recommend the final dividend to shareholders;
- Ensure that there is an appropriate succession plan for members of the Board and senior management; and
- Ensure that the Group adheres to high standards of ethics and corporate behaviour including transparency in the conduct of its business, and Directors are required to comply with the Directors’ Code of Best Practice.
To facilitate efficient management, the Board has approved authority to the management for certain specified activities through a clear and formally defined Limits of Authority (“LOA”), which is the primary instrument which governs and manages the business and operations decisions in the Group. Whist the objective of the LOA is to empower Management, the key principle adhered to the formulation of the LOA is to ensure that a system of internal controls and checks and balances are incorporated therein.
The LOA is implemented in accordance with the Group’s policies and procedures and in compliance with the statutory and regulatory requirements. The LOA is periodically reviewed and updated to ensure relevance to the Group’s operations.