The approval and adoption of the Board Charter and
Directors’ Code of Ethics formalises the standard of
ethical values and behaviour that is expected of
Directors at all times. The Board Charter and Directors’
Code of Ethics are reviewed periodically to ensure
their relevance and compliance.
The Board is guided by the approved Board Charter,
terms of reference of the respective Board Committees
and approved Limits of Authority which define matters
which are specifically reserved for the Board and those
delegated to the Chief Executive Officer for day-to-
day management of the Group. This formal structure
of delegation is further cascadedby theChief Executive
Officer to the Senior Management team within the
Group. However, the Chief Executive Officer and the
Senior Management team remain accountable to the
Board for the authority that is delegated.
In performing their duties, all Directors have access to
the advice and services of the Company Secretary and
if necessary, may seek independent professional
advice about the affairs of the Group. The Company
Secretary attends all Board meetings and advises the
Board on procedures and requirements under the
Company’s Memorandum and Articles of Association,
the Companies’ Act 1965 and the MMLR. The Company
Secretary also ensures that there is good information
flow within the Board and between the Board, Board
Committees and Senior Management. Board members
are provided with Board papers in advance before
each Board meeting for decision, including the overall
Group’s strategy and direction, acquisitions and
divestments, approval of major capital expenditure
projects and significant financial matters.
The Group is also committed towards sustainable
development with specific attention to environmental,
social and governance attributes of the Group’s
businesses. Employees’ welfare and the community
responsibilities are also integral to the way in which
the Group conducts its business. The report on the
activities pertaining to corporate social responsibilities
is set out on pages 18 to 21 of this annual report.
COMPOSITION OF THE BOARD
The Board currently has six members, who are all Non-
Executive Directors. Three of the Directors are
Independent Directors, which is in excess of the MMLR
of one third. Together, the Directors bring
characteristics which allow a mix of qualifications, skills
and experience which is necessary for the successful
direction of the Group.
A brief profile of each Director is presented on pages
26 to 31 of this annual report.
There is a division of functions between the Board and
the Management. The Board plays a strategic role in
overseeing Management in their discharging the
delegated duties towards achieving the Group’s
corporate objectives and long term strategic business
plans. The Chairman, who is not a Chief Executive
Officer previously and a non-executive member of the
Board, is primarily responsible for the orderly conduct
and working of the Board whilst the Chief Executive
Officer has the overall responsibility for the day-to-day
running of the business, organisational effectiveness
and implementation of Board policies and decisions.
The Independent, Non-Executive Directors provide
impartial and independent views, advice and
judgement concerning strategy, business performance,
resources and standard of conduct and thus help to
ensure that interest of shareholders and stakeholders
of the Company are safeguarded.
an n ual repo rt 2015
41
