GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) i. Board Responsibilities (cont’d) 1. Board of Directors (cont’d) To enhance its oversight, the Board has established five (5) Board Committees, each operating under a specific mandate and Board approved Terms of Reference and provide recommendations and advice to the Board: (i) Nomination Committee (“NC”) (ii) Remuneration Committee (“RC”) (iii) Audit Committee (“AC”) (iv) Risk Management Committee (“RMC”) (v) ESOS Committee (“EC”) Each Board Committee’s Terms of Reference are periodically reviewed by the Board to ensure continued relevance. The Board is responsible for appointing the chairman and members of each Board Committee. The chairman of each Board Committees reports the outcomes of their meetings to the Board and provides recommendations. However, the ultimate responsibility for final decisions on all matters, rests with the Board. The Board may establish additional committees with specific mandates to act on its behalf when the need arises. Board meeting agendas include statutory matters, governance and management reports, strategic risk management, strategic projects, and operational updates. 2. Separation of Positions of Chairman and Group Managing Director The Board recognises the importance of a clear division of roles and responsibilities between the Chairman of the Board and Group Managing Director to ensure a balance of power and authority in managing and directing the Group. The roles of the Chairman of the Board and the Group Managing Director are distinct and separate, fostering accountability and ensuring a clear division of responsibilities. This separation of roles also promotes a healthy and open exchange of views between the Board and Management during deliberations on the Group’s businesses, strategies, and key activities. The Executive Chairman of the Board, Dato’ Dr. Norraesah binti Haji Mohamad, is primarily responsible for ensuring the effective and efficient functioning of the Board. She leads the Board with a focus on governance and compliance, acting as a facilitator to ensure constructive discussion during Board meetings. The Chairman of the Board’s key responsibilities include, among others: • Leadership and Governance: Providing leadership to the Board to enable it to perform its responsibilities effectively, setting the Board agenda, and ensuring that Board members receive complete and accurate information in a timely manner; • Meeting Facilitation: Leading Board meetings and discussions, encouraging active participation, and allowing dissenting views to be freely expressed; • Board Management Interface: Managing the interface between the Board and Management; • Stakeholder Communication: Ensuring effective communication with stakeholders and that their views are communicated to the Board as a whole; and • Corporate Governance: Leading the Board in establishing and monitoring good corporate governance practices within the Group. The Board has delegated the responsibility of overseeing the day-to-day management of the Group’s business operations, along with the implementation of policies and strategies, to the Group Managing Director, Wong Thean Soon, and the Management team. This delegation is designed to align operational execution with the Group’s objective of creating long-term shareholder value. CORPORATE GOVERNANCE STATEMENT (cont’d) 165
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