Summary of Board Activities in the financial year 2023 Pursuant to the Board Charter, the Board, among others, performed the following roles and responsibilities during the financial year 2023: Focus Area Key Discussion Topics Strategy • Governing and setting of the strategic direction of the Group. The Board ensures that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability. • Reviewing, challenging and deciding on Management’s proposals for the Group and monitoring its implementation by Management. • Conducting regular and formal board strategy review on the achievement of the performance against the balanced scorecard (BSC), a strategy execution tool. Operations • Overseeing the conduct of the Group’s businesses, including supervising and assessing Management’s performance to determine whether the business is being managed properly. • Ensuring that the necessary resources are in place for the Company to meet its objectives and review Management’s performance. Financial • Reviewing and approving financial statements and the Company’s annual reports. Risk, Compliance and Internal Controls • Ensuring that there is a sound framework for internal controls and risk management. • Understanding the principal risks of the Group’s business. • Ensuring the implementation of appropriate systems to manage these risks and that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks. • Ensuring the integrity of the Company’s financial and non-financial reporting. • Reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems to safeguard and enhance enterprise value. Governance • Setting the Company’s core values and standards, and ensuring that the Company’s obligations to the Company’s shareholders and other stakeholders are understood and met. • Together with Management, promoting good corporate governance culture within the Company which reinforces ethical, prudent and professional behaviour. • Together with Management, implementing its policies and procedures, which include managing conflict of interest, preventing the abuse of power, corruption, insider trading and money laundering. • Undertaking a fit and proper assessment of the existing Directors seeking re-election or re-appointment and candidates identified to be appointed as Directors, with the assistance of the NRC, in accordance with the Directors’ Fit and Proper Policy adopted. • Undertaking a formal and objective annual evaluation to determine the effectiveness of the Board, its Committees, each individual Director as well as the Board Chairman. • Determining the remuneration of Directors and Management in accordance with the MCCG, which takes into account the demands, complexities and performance of the Company as well as skills and experience required. Sustainability • Setting the Group’s sustainability strategies, priorities and targets and taking into account sustainability considerations when exercising its duties including among others the development and implementation of the Group’s strategies, business plans, major plans of action and risk management. • Ensuring that the Group’s sustainability strategies, priorities, targets and achievements are communicated by Management to its internal and external stakeholders. • Taking appropriate action to ensure the Directors stay abreast with the sustainability issues relevant to the Company and its business, including climate-related risks and opportunities. Succession Planning • Establishing succession plans including appointing, training, fixing the compensation of and replacing key management including ensuring that Management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of the Board and Management. Investor Relations • Developing and implementing an Investor Relations programme and shareholders’ communication policy to enable effective communication with stakeholders. Company Secretaries The Board has ready and unrestricted access to the advice and services of the Company Secretaries. The Company Secretaries support the Board in its leadership role, discharge of fiduciary duties and as stewards of governance. They provide an important advisory role to the Board on issues relating to corporate governance and compliance with applicable statutory and regulatory rules. Annual Report 2023 87
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