PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) In order to ensure the efficient and effective discharge of the Board’s functions and responsibilities, the Board has established various Board Committees. These Board Committees are delegated specific powers from the Board, as outlined below: BOARD OF DIRECTORS Nomination Committee Remuneration Committee Risk Management Committee Audit Committee Employees’ Share Option Scheme (“ESOS”) Committee RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES RESPONSIBILITIES z Nomination of new Directors z Annual assessment of the Board, the Board Committees and the contribution of each individual Director z Recommending to the Board the remuneration of Executive Directors and Non-Executive Directors z Monitoring of risk management and internal control z Oversight on the Group’s financial reporting z Review quarterly financial results, unaudited and audited financial statements z Administer the implementation of the ESOS in accordance with objectives and rules stated in the Bylaws The Board Committees operate under clearly defined roles and responsibilities to assist the Board in overseeing the Company’s affairs and deliberating issues within their respective functions and Terms of Reference, which are available on the Company’s website. The Board Committees have the authority to deal with specific issues, and the Chairman of each Board Committee reports directly to the Board on the outcome of their meetings for the Board’s consideration and final decision. The Independent Non-Executive Directors in these Committees provide independent advice, bringing impartiality, and scrutiny to Board’s deliberations and decision-making. The Board has established a formal schedule of matters reserved for deliberation to ensure good governance practices are in place for the Group. These matters include: (a) Conflict of interest issues in relation to a substantial shareholder or a Director including approving related party transactions (b) Material acquisition and disposal of assets not in the ordinary course of business including significant capital expenditures (c) Strategic investments, mergers and acquisitions, and corporate exercises (d) Limits of authority (e) Treasury policies (f) Risk management policies (g) Key human resource issues (h) Business plans CORPORATE GOVERNANCE OVERVIEW (cont’d) 112
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