Chairman and Chief Executive Officer/Managing Director

The Company aims to ensure a balance of power and authority between the Chairman and the CEO/MD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Chairman and CEO/MD are separated and clearly defined.

 

4.1  Chairman

 4.1.1

The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is responsible for:

a) leading the Board in setting the values and standards of the Company and in overseeing of management;
b) ensuring the effective conduct of the Board;
c) maintaining a relationship of trust with and between the Executive and Non-Executive Directors;
d) ensuring the provision of accurate, timely and clear information to Directors;
e) ensuring effective communication with shareholders and relevant stakeholders;
f) arranging regular evaluation of the performance of the Board, its Committees and individual Directors;
g) facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors.

4.1.2

The Chairman, in consultation with the CEO/MD and the Company Secretary, sets the agenda for Board meetings and ensures that all relevant issues are on the agenda.

4.1.3

The Chairman is responsible for managing the business of the Board to ensure that:

all Directors are properly briefed on issues arising at Board meetings.
sufficient time is allowed for the discussion of complex or contentious issues and, where appropriate, arranging for informal meetings beforehand to enable thorough preparation for the Board discussion.
the issues discussed are forward looking and concentrates on strategy.

4.1.4

The Chairman ensures that every Board resolution is put to vote and to ensure the will of the majority prevails.

4.1.5

The Chairman ensures that Executive Directors look beyond their executive functions and accept their full share of responsibilities on governance.

4.1.6

The Chairman will have no casting vote if two (2) Directors form a quorum, or if there are only two (2) Directors competent to vote on the question at issue.

 

4.2

 

 Chief Executive Officer (CEO)/MANAGING DIRECTOR (MD)

4.2.1

The CEO/MD is the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions.

4.2.2

The CEO/MD with the assistance of the Executive Directors, is responsible for the day-to-day operation of the Group’s business.

4.2.3

The CEO/MD with the assistance of the Executive Directors, implements the policies, strategies and decisions adopted by the Board.

4.2.4

All Board authorities conferred on the Management is delegated through the CEO/MD and this will be considered as the CEO’s/MD’s authority and accountability as far as the Board is concerned.

 

4.3

 

Independent Non-Executive Directors

4.3.1

The Independent Non-Executive Directors provide independent judgement to the decision making of the Board and provide an independent check and balance for the Executive Directors.

4.3.2

The Independent Non-Executive Directors also ensure all strategies proposed by Executive Directors are fully deliberated and agreed.