GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 1. Board of Directors (cont’d) To ensure the effectiveness in the discharge of its fiduciary duties and leadership function, the Board delegates certain of its responsibilities to the following Board Committees, which operate within their defined Terms of Reference and provide recommendations and advice: (i) Nomination Committee (“NC”) (ii) Remuneration Committee (“RC”) (iii) Audit Committee (“AC”) (iv) Risk Management Committee (“RMC”) (v) ESOS Committee (“EC”) Each Board Committee operates within its approved Terms of Reference set by the Board, which are periodically reviewed. The Board appoints the chairman and members of each Board Committee. The chairman of the respective Board Committees will report to the Board on the outcome of any discussions held at the Board Committee meeting and make recommendations thereon to the Board. However, ultimate responsibility for the final decision on all matters, lies with the Board. The Board may form other committees delegated with specific authorities to act on its behalf when the needs arise. These committees will then operate under approved Terms of Reference or guidelines. Board meeting agenda comprises statutory matters, governance and management reports, which include strategic risks, strategic projects and operational items. The profile of each Director is presented from page 29 to page 35 of this IAR2022. 2. Separation of Positions of Chairman and Group Managing Director The Board recognises the importance of having a clear division of power and responsibilities between the roles of the Chairman of the Board and Group Managing Director to ensure an 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, ensuring 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 the Group’s businesses, strategies, and key activities. The Executive Chairman of the Board, Dato’ Dr Norraesah Binti Haji Mohamad, is primarily responsible for the effective and efficient conduct and working of the Board. She leads the Board with a focus on governance and compliance and acts as a facilitator at Board meetings. The Chairman of the Board’s key responsibilities, amongst others, include: r QSPWJEJOH MFBEFSTIJQ GPS UIF #PBSE UP FOBCMF JU UP QFSGPSN JUT SFTQPOTJCJMJUJFT FGGFDUJWFMZ r TFUUJOH UIF #PBSE BHFOEB BOE FOTVSJOH UIBU #PBSE NFNCFST SFDFJWF DPNQMFUF BOE BDDVSBUF JOGPSNBUJPO JO B timely manner; r MFBEJOH #PBSE NFFUJOHT BOE EJTDVTTJPOT r FODPVSBHJOH BDUJWF QBSUJDJQBUJPO BOE BMMPXJOH EJTTFOUJOH WJFXT UP CF GSFFMZ FYQSFTTFE r NBOBHJOH UIF JOUFSGBDF CFUXFFO #PBSE BOE .BOBHFNFOU r FOTVSJOH BQQSPQSJBUF TUFQT BSF UBLFO UP QSPWJEF FGGFDUJWF DPNNVOJDBUJPO XJUI TUBLFIPMEFST BOE UIBU UIFJS views are communicated to the Board as a whole; and r MFBEJOH UIF #PBSE JO FTUBCMJTIJOH BOE NPOJUPSJOH HPPE DPSQPSBUF HPWFSOBODF QSBDUJDFT JO UIF (SPVQ The Board delegates the Group Managing Director, Wong Thean Soon, and the Management, to oversee the day-to-day management of the Group’s business operations and the implementation of policies and strategies adopted by the Board to achieve the Group’s objective of creating long term value for its shareholders. CORPORATE GOVERNANCE STATEMENT (cont’d) 117
RkJQdWJsaXNoZXIy NDgzMzc=