Corporate Governance > Board Responsibilities

Board Responsibilities

The Board, representing the Shareholders, is empowered to ensure the proper management of the entity, including optimising long-term financial returns. The Board is responsible for ensuring that the Group is managed to achieve this result.

In addition to fulfilling its obligations to increase Shareholder value, the Board has responsibility to the Group's customers, employees and suppliers, and to the communities where it operates, all of whom are fundamental to a successful business.

The duties, powers and functions of the Board are governed by the Articles of Association of the Company, the Companies Act 1965, regulatory guidelines and requirements that are in force.

Having regard to the responsibilities and obligations, the Board will direct and supervise the management of the business and affairs of the Group including:

  1. Ensuring that the Group's Goals are clearly established and that a strategic plan is in place to achieve them, as well as setting expectations at the beginning of each financial year by which the Board's evaluation of its success would be benchmarked against;
  2. Establishing policies to strengthen the performance of the Group including ensuring that Management is proactively seeking to add value to the business through innovation, initiative, technology, new products and the development of its business capital;
  3. Monitoring the implementation of the Group's strategy, and establishing mechanisms for the implementation of Group policies and plans, and the performance of legal and fiduciary obligations that affect the business;
  4. Overseeing the conduct of the Group's business to evaluate whether the business is being properly managed. This include ensuring the solvency of the Group and the ability of the Group to meets its contractual obligations and to safeguard its assets;
  5. Appointing the Group CEO/Executive Director, including setting the terms, objectives and goals of his/her employment contract, and where necessary, terminating his/her employment with the Company;
  6. Ensuring that the Group has appropriate business risk management processes, including adequate control environment be it the internal control systems or management information systems, systems for compliance with applicable laws, regulations, rules directives and guidelines and controls in areas of significant financial and business risks;
  7. Appointing Board committees to address specific issues, considering recommendations of the various Board committees and discussing problems and reservations arising from these committees' deliberations and reports;
  8. Ensuring that the statutory accounts of the Group are fairly stated and otherwise conform with the relevant regulations including acceptable accounting policies that result in balanced and understandable financial statements;
  9. Ensuring that there is in place an appropriate succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management;
  10. Ensuring that the Group adheres to high standard of ethics and corporate behaviour including transparency in the conduct of business. Directors are required to comply with the Directors' Code of Conduct, which amongst others, includes the declaration of any personal, professional or business interests, direct or indirect which may conflict with Directors' responsibilities and to refrain from voting on such transactions with the Group;
  11. Ensuring that there is in place an appropriate investor relations programme or shareholder communications policy for the company;
  12. Ensuring there is a Schedule of Matters Reserved for Collective Decision of the Board;
  13. Directors should consult the Company Secretary and/or Chairman, as required for any clarifications on their responsibilities and duties and any dealings from which potential conflict of interest situation may arise;
  14. Reviewing and adopting a strategic plan for the company;
  15. Overseeing the conduct of the company's business to evaluate whether the business is being properly managed;
  16. Identifying principal and risks and ensure the implementation of appropriate systems to manage these risks; and
  17. Reviewing the adequacy and the integrity of the company's internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

Directors must at all times be aware of their additional role as ambassadors of the Group and as such should be guided accordingly.


The Chairman is elected from the members of the Board (Directors) to provide effective leadership to the Board and the Group, and the necessary mentoring to the Group CEO/Executive Director to ensure that the Board meets its obligations to its Shareholders. Among others, the responsibilities of the Chairman include:

  1. Providing Leadership to the Board;
  2. Chairing meetings of the Board in such a manner that will stimulate debate on issues before the Board and encourage the most effective contribution from each Director;
  3. Chairing meetings of Shareholders;
  4. Establishing procedures to govern the Board's work;
  5. Ensuring the Board's full discharge of its duties;
  6. Scheduling meetings of the full Board;
  7. Organising and presenting the agenda for regular or special Board meetings based on input from other Directors and the Company Secretary;
  8. Ensuring a proper flow of information to the Board, reviewing adequacy and timing of documentary materials in support of Management's proposal and review of the performance of the Company and/or Group;
  9. Ensuring adequate lead time for effective study and discussion of business under consideration;
  10. Identifying guidelines for the conduct of Directors, and ensuring that each Director is making a significant contribution. The Chairman keeps under review the contributions made by the Directors;
  11. Acting as liaison between the Board and Management. The Chairman should act as the main informal link between the Board and Management and particularly between the Board and the Group CEO/Executive Director;
  12. Ensuring that all Directors, when taking up office, are fully briefed on the terms of their appointment, duties and responsibilities and the business of the Group;
  13. Together with the Group CEO/Executive Director, representing the Company and/or Group to external parties: Shareholders, creditors, consumer groups, local communities, and federal, state, and local governments;
  14. In conjunction with the Group CEO/Executive Director, playing a leading role in:
    • Formulating the Board's strategic direction and planning process;
    • Encouraging high standards of propriety and promoting efficient and effective use of staff and other resources throughout the organisation; and
    • Fostering high corporate ethical standards and positive relationships with the Group's stakeholders.
  15. Working with the Nomination Committee, actively participating in the selection of Directors and ensuring the membership of the Board is properly balanced;
  16. Working with the Nomination Committee, ensuring proper committee structure, including assignments of members and committee chairmen. The Chairman should also ensure that there is a succession plan for the Board through nominations by the Directors, evaluation by the Nomination Committee and approval by the full Board; and
  17. Carrying out other duties as requested by the Board as a whole, depending on need and circumstance.

The Deputy Chairman is elected from the members of the Board (Directors) to assist the Chairman to provide effective leadership to the Board and the Group and to support the Chairman in fulfilling his responsibilities.


The Company's Shareholders have delegated their responsibilities as owners to the Directors who are responsible for the stewardship of the Company and overseeing the management of the Business. Directors are thus accountable to their Shareholders and should use their best efforts to ensure that the Group is properly managed and constantly improved so as to protect and enhance Shareholder value, and to meet the Group's obligations to all parties with which the Group interacts - its stakeholders. In executing their responsibilities, the Directors should be guided by the Board Policy Manual and their responsibilities include:

  1. Attending all Board meetings, but where attendance at meetings is not possible, ensuring that appropriate steps are taken to obtain leave of absence;
  2. Acquiring knowledge about the business of the Group, the statutory and regulatory requirements for effective discharge of their duties to the Group, and are aware of the physical, political and social environment in which it operates;
  3. Studying in advance information packets and documentary materials provided and being prepared to discuss their contents at Board meetings;
  4. Assisting the Chairman in providing the Group with effective leadership;
  5. Being available to advise Management between Board meetings when necessary;
  6. Actively participating in and effectively contributing to Board discussions towards meeting the duties and responsibilities of the Board as outlined in the Board Policy Manual, and Committee discussions (where applicable);
  7. Always being alert to the potential for conflicts of interests that may affect the performance of his or her fiduciary duties to the Group and seeking to avoid these potential conflicts wherever possible; and
  8. Acting honestly, in good faith and in the best interests of the Group as a whole, using due care and diligence in fulfilling his or her responsibilities, and exercising the powers attached to that office.

The effective participation of independent directors enhances accountability in the board's decision-making process. The responsibilities of an independent director should therefore include the following:-

  1. To provide and enhance the necessary independence and objectivity to the board;
  2. To ensure effective checks and balances on the board;
  3. To mitigate any possible conflict of interest between the policy-making process and day-to-day management of the Company;
  4. To constructively challenge and contribute to the development of business strategy and direction of the Company; and
  5. To ensure that adequate systems and controls to safeguard the interests of the Company are in place particularly important in areas of interest of management, company & shareholders, executive performance, related party transactions and audit; and
  6. Protecting the interest of minority shareholders

In addition to the rights accorded to directors, independent directors may request that their views, comments and stance are minuted to enable the directors to effectively discharge their duties.

  1. Ensure all Independent Directors have an opportunity to provide input on the agenda and advise the Chairman on the quality, quantity and timeliness of the information submitted by the management that is necessary or appropriate for the Independent Directors to perform their duties effectively;
  2. Consult the Chairman regarding Board meeting schedules to ensure the Independent Directors can perform their duties responsibly and with sufficient time for discussion of all agenda items;
  3. Serve as the principal conduit between the Independent Directors and the Chairman on sensitive issues, for example issues that arise from 'whistle blowing'; and
  4. Serve as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through the normal channels of contact with the Chairman or Group CEO.

The Company shall at all time have a full time Group CEO as per the requirement of Section 54 (1) of FSA 2013 and Section 63 (1) of IFSA 2013.

The Group CEO is accountable to the Board for the overall organisation, management, and staffing of the Group and for its procedures in financial and operational matters, including conduct and discipline. This includes promoting by leadership and example. Directors should support the Group CEO in undertaking this responsibility. The responsibilities of the Group CEO include:

  1. Fostering a corporate culture that promotes ethical practices, encourages individual integrity, and fulfils social responsibility;
  2. Maintaining a positive and ethical work climate that is conducive to attracting, retaining, and motivating a diverse group of quality employees at all levels;
  3. Developing and recommending to the Board, a long-term strategy and vision for the Group that leads to the creation of Shareholder value;
  4. Developing and recommending to the Board, the Group operational plans and budgets that support the Group's long-term strategy;
  5. Ensuring achievement of objectives and goals, as contained in the strategic plan;
  6. Fostering a corporate culture that promotes adherence to laws and regulations of the country;
  7. Managing the overall business and overseeing the day to day operations of the Group;
  8. Ensuring continuous improvement in the quality and value of the products and services provided by the Group;
  9. Ensuring that the Group achieves and maintains a satisfactorily competitive position within its industry;
  10. Recommending management structure and operating authority levels which include delegation of responsibilities to Management;
  11. Ensuring that the Group has an effective management team below the level of the Group CEO and has an active plan for its development and succession. Reporting to the Board annually on the succession and management development plan;
  12. Ensuring, in co-operation with the Board, that there is an effective succession plan in place for the Group CEO position;
  13. Formulating and overseeing the implementation of major corporate policies;
  14. Being accountable to the Board for the propriety and regularity of the finances;
  15. Being responsible for the financial management of the Group and overseeing the handling of financial matters which include keeping proper accounts for prudent and economical administration and to ensure efficient and effective use of all the resources;
  16. Reporting to the Board periodically on the financial positions of the Group which include forecast results as required from time to time;
  17. Reporting to the Board on key performance indicators in relation to the financial results, market conditions and other developments;
  18. Recommending annual management salary increment and Employees Share Option entitlement to the Board;
  19. Informing the Board of the results of employee union negotiations, if applicable;
  20. Reporting on significant business decisions;
  21. Serving as the chief spokesperson for the Group; and
  22. Referring to other Board Committees on matters requested from time to time.