SCOPE
- The Board will be the main decision making body of the Group. It will consider strategic issues and risk,and approve expenditure over certain limits in respect of its principal businesses. It will have overall responsibility for management of the business and affairs of the Group, the establishment of Group strategy and capital raising and allocation.
- The Board recognizes the importance of maintaining sound internal control and risk management practices to ensure good corporate governance. The Board reaffirms its overall responsibility for formulating and reviewing the adequacy and integrity of the system of internal control and management information systems, including systems for compliance with applicable laws, rules & regulations, guidelines and risk management practices.
DUTIES AND RESPONSIBILITIES
- May appoint within its membership a Chief Executive Officer (CEO) for the day-to-day running of the business upon the terms and conditions to be negotiated and for the duration of 3 years or thereabout with at least 3 to 6 months’ notice in the event of resignation;
- Set up committees and sub-committees with clearly defined terms of reference.
- Ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance;
- Discuss and provide inputs in formulating and reviewing policies, procedures and internal control systems for the Company;
- Appoint Compliance Officer with sufficient seniority and authority to perform the compliance function and appraise his/ her performance for the purposes of awarding remuneration and/ or rewards;
- Ensure that the Group complies with all laws, regulations, guidelines and the code of conduct;
- Review, discuss and make recommendations based on reports from committees, compliance, risk management and internal/ external audit;
- Have regular meetings with CEO on issues and updates of the operation of the Company and its subsidiary and to provide input and advice where necessary;
- Review budgetary plans in both conducive and difficult business situations;
- Review the performance and effectiveness of management performance, committees and sub-committees and make recommendation where necessary;
- Seek legal and other professional advice on any matters that may require the same;
- Members of the Board of Directors shall have access to the advice and services of the Company Secretary. The appointment and discharge of the Company Secretary shall be decided by the Board;
- The Board shall have the authority to instruct any officer or employee of the Company to attend any meeting and provide relevant information where necessary;
- The Board shall review all policies and procedures as and when necessary or at least once a year with the assistance of the Compliance Department; and
- The independent directors of the Company must, in addition to their duties and responsibilities as directors, represent and safeguard the interest of unit holders.
COMPOSITION OF DIRECTORS
- The board of directors of the Company must comprise at least two independent members, while maintaining a minimum ratio of at least one-third independent members.
- Should there be a change to the board composition resulting in a breach of the requirement, the Company must take necessary steps to rectify the breach as soon as practicable and in any case, no later than three (3) months from the date of change.
- The board shall also ensure the board comprises at least 30% of women directors.
- In the case of the tenure of an independent director more than a cumulative tenure of nine (9) years, the Compliance Officer shall perform a ‘fit and proper’ assessment independently and present his/ her assessment to the Board on an annual basis, if such independent director is re-elected.
QUORUM AND MEETING FREQUENCY OF BOARD MEETING
- The quorum of the Board meeting must comprise at least two (2) directors, with 1 director being an independent director.
- The Company shall conduct the Board meeting at least four (4) times a year.
MATTER RESERVED FOR THE BOARD
- All matters that have a material impact upon the Company will be referred to the Board.
- The Board has the authority to obtain outside legal or other independent advice at the expense of the Company.
- Below is a schedule of matters reserved specifically for the decision of the Board or a duly authorized committee thereof:-
-Review management accounts
-Review funds’ reports
-Compliance matters
-AMLA matters; and
-Any other business that has material impact.
Revision Date: 20 September 2024