The Board is responsible for the proper stewardship of the Group to provide reasonable assurance for the success of the Group on sustainable manner. The Board is tasked with realisation of long term and sustainable shareholders’ value and safeguarding the interests of stakeholders.

4.1 Roles, Responsibilities and Authorities of the Board

The Board assumes the following duties and responsibilities (but not limited to):

1. Setting the key values, corporate objectives, and ethos of the company
2. Reviewing and adopting a strategic plan for the company and ensure that such strategic plan are consistent with corporate objectives and supports long-term value creation
3. Overseeing the conduct of the company’s business and evaluate whether the business is being properly managed
4. Deliberating, approving and monitoring progress of the Company’s strategy, budgets, plans, policies and proposal by management
5. To promote good corporate governance culture and practices throughout the Group and to review the corporate governance standing of the company
6. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures
7. To ensure the establishment of Risk Management Framework and Policy based on internationally recognised risk management framework with appropriate governance structure and process as well as appropriate risk appetite in place to manage principal risks
8. To ensure adequate trainings are provided to the Board’s members and senior management
9. Succession planning, including appointing, training, determination of compensation and where appropriate, replacing any member of the Board, Board Committees and senior management
10. Overseeing the development and implementation of a shareholder communications policy for the company
11. Reviewing the adequacy and the integrity of the management information and internal controls system of the company
12. To ensure the integrity of the company’s financial and non-financial reporting
13. To establish sustainability policy and to review the management of material sustainability matters on frequent interval.
14. To promote good sustainability practice throughout the Group and to take into consideration of sustainability related matter during strategic planning.
15. To review the division of responsibilities among the Board, Board Committees, Chairman, CED and authorities delegated to management through CED
    
    

4.2 Matters Reserved for the Board

Key matters reserved for the board’s approval include the following:

1. Approval of financial results
2. Approval of interim dividend and recommendation of final dividend, if any for shareholders’ approval
3. Issuance of new securities
4. Annual business plan
5. Annual financial budget vi.Acquisition or disposal of material fixed assets
6. Acquisition or disposal of group companies
   
   

4.3 Role of Chairman

There is a clear division of responsibility between the Chairman and Chief Executive Director (“CED”) to ensure there is a balance of power and authority. The Board is aware that the Board does not comprise a majority of independent directors where the Chairman is not an independent director, but takes into consideration the Chairman is not involves in day-to-day operation and only take on the executive role to carry out certain authorities granted to him by the Board for the authorisation of payment instruments.

The Chairman represents the Board to the shareholders and to act as facilitator at the meetings of the Board and ensure that no board member dominates the discussion, and that appropriate discussion takes place and that relevant opinion among Board members are forthcoming.

The followings are the responsibilities of the Chairman of the Board:

1. To provide governance in matters requiring corporate justice and integrity;
2. To oversee the Board in the effective discharge of its responsibilities;
3. To lead the Board in the oversight of the Management and ensure its effectiveness of all aspects of its role;
4. To ensure the efficient organisation and conduct of the Board’s meetings;
5. To ensure that quality information to facilitate decision-making is delivered to Board members on a timely basis; vi.To facilitate the effective contribution of all Directors at Board meetings;
6. To promote constructive and respectful relations within the Board, and between the Board and Management;
7. To promote effective communication among the Board members and with shareholders and relevant stakeholders;
8. To chair general meetings of shareholders; and
9. To maintain effective professional relationship with external parties, investing public, regulatory bodies and trade associations.
   
   

4.4 Role of Chief Executive Director (“CED”) and Executive Directors

CED is accountable to the Board for the achievement of the corporate objectives and for the observance of management authorities. CED shall be head of the Management of the Group and answerable to the Board in that manner.

The responsibilities of CED is assisted by fellow Executive Directors, but not limited to, are as follows:

1. To develop corporate strategies for the Group for the Board’s approval and to implement such corporate strategies for the Group so approved;
2. To implement other Board’s decision effectively and efficiently;
3. To provide leadership in order to achieve the vision, management philosophy and business strategies;
4. To ensure the efficiency and effectiveness of the day-to-day operations of the Group in accordance with authorities and delegations authorised by the Board;
5. To safeguard the assets of the Group;
6. To ensure effective internal and external reporting of the Group;
7. To ensure compliance with applicable laws and regulations; viii.To assess business opportunities which are of potential benefit to the Group and to recommend major business opportunities for the Board’s consideration;
8. To communicate material and relevant matters to the attention of the Board timely and accurately for decision making; and
9. To discharge the responsibilities delegated by the Board and to execute authorities delegated by the Board, effectively and efficiently.
   
   

4.5 Role of Independent Non-Executive Directors

To monitor the monitoring of Group performance and contributing to the development of Group strategy, clarified as follows:

1. Strategy – constructively challenge and contribute to development of Group strategy;
2. Performance – oversee the performance of Management in meeting agreed goals and objectives and monitor the reporting of performance.
   
   

4.6 Role of Board Committees

To assist the Board to discharge its duties and responsibilities, the Board has delegated certain functions to the following board committees. These board committees operate under the defined terms of reference and/ or guided by policies established and the chairman of these board committees will report to the Board during the board meetings on the matters that require the board attention.

• Audit Committee – Summary of functions: Oversight role for financial reporting, external auditors, internal audit function, compliance with laws and regulations, risk management and internal control activities.
• Nomination Committee – Summary of functions: To review nomination and election of new director, assess the performance of the Board, Board Committee, individual directors and senior management, assess the training needs of the Board and senior management.
• Remuneration Committee – Summary of functions: To review remuneration of the directors and senior management.
• Risk Management Committee – Summary of functions: To oversee the company risk management framework and policies. The committee is made up exclusively of Independent Non-Executive Directors.
  
  

4.7 Company Secretaries

The Company Secretaries of the Group is suitably qualified and competent with relevant professional qualification and/or membership. The Company Secretaries are responsible for ensuring the Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation. The Company Secretaries advise the Board on issues relating to corporate governance, compliance with laws, rules, procedures and regulatory requirements.

The Company Secretaries attend and ensure that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company.

In particular, the Company Secretaries is to:

• Manage all Board and committee meeting and facilitate board communications;
• Advise the Board on its roles and responsibilities;
• Advise the Board on corporate disclosures and compliance with company, securities and listing laws;
• Keep abreast with corporate governance development and to assist the Board in applying governance practices;
• Facilitate new director’s orientation, coordinate directors’ training and development;
• Manage processes of shareholder meeting; and
• Serve as primary point of contact for stakeholders and engagement for corporate governance

The appointment or removal of Company Secretaries of the Board shall be prerogative of the Board.

The Code of Ethics for Company Secretaries is adopted and the Board ensures that the Company Secretaries appointed have the relevant experiences, skills and knowledge in company, security laws, finance, governance, company secretary, listing requirements and undertake continuous professional development.