Annual Report 2022 47 ABOUT US LEADERSHIP PERSPECTIVE SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS Other Information Corporate Governance Overview Statement The Board The Board is collectively responsible for creating and delivering long-term success of the Group and sustainable value to the shareholders and various stakeholders. The Board determines the Group’s vision and mission to guide and set the pace for its current operations and future development. The Board delegates authority to the Management, and monitor and evaluate the implementation of policies, strategies and business plans. The Board in discharging its responsibilities in meeting the goals and objectives of the Company, the Board shall:- a) together with the Senior Management, promote good corporate governance culture within the Company that reinforces ethical, prudent and professional behaviour; b) reviews, challenge and decide on the Management’s proposals for the Company, and monitor its implementation by the Management; c) ensures that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability; d) supervises and assess the Management’s performance to determine whether the business is being properly managed; e) ensures that there is a sound framework for internal control and risk management; f) understands the principal risks of the Company’s business and recognise that business decisions involve the taking of appropriate risks; g) sets the risk appetite within which the Board expects the Management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES h) ensures that the Senior Management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of the Board and the Senior Management; i) ensures that the Company has in place procedures to enable effective communication with stakeholders; j) ensures that all its Directors are able to understand financial statements and form a view on the information presented; and k) ensure the integrity of the Company’s financial and non-financial reporting. In discharging its duties and responsibilities, the Board has established and delegated the authority to the Board Committees, namely the Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Risk Management Committee (“RMC”) and Employees’ Share Option Scheme Committee, to monitor and evaluate the implementation of policies, strategies and business plans, internal control system and risk management. The Board appoints the Chairman and the members of each Committee, and the Board Committees operate within the approved Terms of Reference set by the Board. The Chairman of each Board Committee will report to the Board on the deliberation and outcome of the Board Committee’s meetings and make appropriate recommendation thereon to the Board. Separation of positions of the Chairman and the Managing Director The roles of the Chairman and the Managing Director are segregated and clearly defined. The Chairman who is an Independent Non-Executive Director is responsible for managing the Board and ensures that all Directors receive sufficient and required information relevant to the agenda laid out for the meeting of the Board to enable them to participate actively in the Board’s deliberations and decisions. The Chairman is also responsible for ensuring the integrity and effectiveness of the governance processes of the Board. The Managing Director is responsible for the day-to-day management of the business to ensure that the business operates continuously in conformity with the implementation of the Board’s policies, strategies and decisions.
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