In order to ensure effective discharge of the Board’s functions, the Board will assume the following six (6) principal responsibilities: (a) reviewing, adopting and monitoring the implementation of a strategic plan for the Group; (b) overseeing the conduct of the Group’s business and to evaluate whether the business is properly managed. In this respect the Board must ensure that there are objectives in place against which the Management ’s performance can be measured; (c) identifying principal risks and ensuring the implementation of appropriate controls and systems to monitor and manage these risks; (d) ensures success ion planning including appointing, training, fixing the remuneration and where appropriate, replacing senior management; (e) overseeing the development and implementation of a shareholders’ communication policy for the Company to ensure effective communication with its shareholders and other stakeholders; and (f) reviewing the adequacy and the integrity of the Group ’ s interna l cont rol sys tems and management information systems, including systems for ensuring compliance with applicable law, regulations, rules, directives and guidelines. 1.2 Separation of positions of Chairman and Group Managing Director The Board recognises the importance of having clear division of power and responsibilities between the roles of the Chairman of the Board and Group Managing Director to ensure that there is equilibrium of power and authority in managing and directing the Group. The role of the Chairman of the Board and the Group Managing Director are distinct and separate to engender accountability and facilitate a clear division of responsibilities to ensure there is a balance of power and authority in the Group. This segregation of roles also facilitates a healthy open exchange of views between the Board and Management in their deliberation of businesses, strategies and key activities of the Group. The Chairman of the Board is primarily responsible for the effective and efficient conduct and working of the Board. He leads the Board with focus on governance and compliance and acts as a facilitator at Board meetings. The Chairman of the Board’s key responsibilities, amongst others, include: • providing leadership for the Board so that the Board can perform its responsibilities effectively; • setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner; • leading Board meetings and discussions; • encouraging active participation and allowing dissenting views to be freely expressed; • managing the interface between Board and Management; • ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and • leading the Board in establishing and monitoring good corporate governance practices in the Group. The Board delegates to the Group Managing Director and the management, to oversee the day-to-day management of the Group’s business operations and implementation of policies and strategies adopted by the Board to achieve the Group’s objective of creating long term value for its shareholders. The Board takes cognisance of practice 1.4 of the MCCG, whereby the Chairman of the Board should not be a member of the Audit Committee (“AC”) and Nomination and Remuneration Committee (“NRC”) to ensure check and balance as well as the objectivity will not be impaired/influenced by the Chairman of the Board who also sits on such Board Committee(s). Therefore, our Chairman of the Board is not a member of the AC and NRC. 117 DNeX INTEGRATED REPORT 2022
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