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4.1 Chairman |
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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:
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leading the Board in setting the values and standards of the Company and in overseeing of management; |
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ensuring the effective conduct of the Board; |
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maintaining a relationship of trust with and between the Executive and Non-Executive Directors; |
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ensuring the provision of accurate, timely and clear information to Directors; |
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ensuring effective communication with shareholders and relevant stakeholders; |
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arranging regular evaluation of the performance of the Board, its Committees and individual Directors; |
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facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors.
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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.
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4.1.3 |
The Chairman is responsible for managing the business of the Board to ensure that:
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all Directors are properly briefed on issues arising at Board meetings. |
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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. |
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the issues discussed are forward looking and concentrates on strategy.
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4.1.4 |
The Chairman ensures that every Board resolution is put to vote and to ensure the will of the majority prevails.
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4.1.5 |
The Chairman ensures that Executive Directors look beyond their executive functions and accept their full share of responsibilities on governance.
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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.
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4.2 |
Chief Executive Officer (CEO)/MANAGING DIRECTOR (MD) |
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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.
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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.
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4.2.3 |
The CEO/MD with the assistance of the Executive Directors, implements the policies, strategies and decisions adopted by the Board.
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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.
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4.3 |
Independent Non-Executive Directors |
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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.
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4.3.2 |
The Independent Non-Executive Directors also ensure all strategies proposed by Executive Directors are fully deliberated and agreed.
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