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Corporate GovernanCe
COrporate governance overview statement
The roles and responsibilities of the Board are formalised in a Board Charter. The Board Charter also defines the formal Schedule
of Matters reserved for the Board including, amongst others various strategic, financial, operational and governance matters. The
Board Charter may be viewed in the ‘Investors’ section of the Company’s website.
Board Allocation of Agenda Item FYE2018
A
30% Financial Reporting • Quarterly financial results and audited financial statements.
B
30%
Group Performance
Report
• Review of divisional business operations.
C
20%
Strategy and
Planning
• Determining dividend amount, nature and timing of dividends to be paid; and
• Strategic and operational planning; consideration of key management recommendation
(such as major capex, acquisitions, divestments and funding).
D
15%
Reports from
Board Committees
• Audit and Nomination and Remuneration Committees activities;
• Performance, reward, composition and succession of Board and senior management; and
• Appointments of Company Secretary, Chief Financial Officer and new senior management.
E
5% Other Matters
• Review the proposed new structure of Group Finance & Treasury;
• Payment of Ex-gratia to Group employees;
• Disclosure on dealing in securities by Directors and Principal Officers; and
• Implementation of alternative working hours.
The Board delegates management of the day-to-day affairs and responsibilities of the Company to the Group Managing
Director (“Group MD”) to deliver the strategic direction and goals determined by the Board. The Group MD is authorized to
delegate the powers conferred on him as he deems appropriate. The Group MD is supported by senior management who work
together to execute the Company’s strategy and manage the operations of the Company.
Board Committees
To assist in the performance of its role, the Board is supported by the Audit and Nomination and Remuneration Committees.
Each Board Committee has defined Terms of Reference, which are available at the Company’s website. An overview of the
members and key responsibilities of each committee is set out below:-
• Azizan bin Mohd Noor
(Chairman)
• Dato’ Rosman bin Abdullah
(Member)
• Rozana Zeti binti Basir
(Member)
• Financial reporting
• Internal controls
• External audit
• Internal audit
• Board and senior management appointments and
succession planning
• Composition of the Board
• Group remuneration framework
• Performance appraisal of the Board and its
Committees
• Dato’ Rosman bin Abdullah
(Chairman)
• Azizan bin Mohd Noor
(Member)
• Rozilawati binti Haji Basir
(Member)
Audit
committee
Nomination and
remuneration
committee
(“NRC”)