Corporate Governance

 

 

 

SPECIFIC ROLES OF GROUP CHAIRMAN AND GROUP MANAGING DIRECTOR/GROUP CEO

GROUP CHAIRMAN (CHAIRMAN)

  1. Reporting Lines
    1. The Chairman reports to the board.
    2. The Chairman is responsible for the overall policies of the Group’s business and its implementation.
  2. Key Responsibilities
    1. The Chairman’s principal responsibility is the effective running of the board.
    2. The Chairman is responsible for ensuring that the board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives.
    1.  
    2. Running the board and setting its agenda.
    3. Ensuring that board agendas take full account of the important issues facing the Group and the concerns of all board members. There should be an emphasis on strategic, rather than routine, issues.
    4. Ensuring that the board receives accurate, timely and clear information on the Group’s performance, the issues, challenges and opportunities facing the Group and matters reserved to it for decision.
    5. Ensuring, with the advice of the company secretary where appropriate, compliance with the board’s approved procedures, including the schedule of Matters Reserved to the board for its decision and each Committee’s Terms of Reference.
    6. Arranging informal meetings of the directors, including meetings of the non-executive directors at which the executive directors are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.
    7. Proposing to the board, in consultation with the GMD, company secretary and Committee Chairman as appropriate:
      • a schedule of Matters Reserved to the board for its decision
      • Terms of Reference for each board Committee and
      • other board policies and procedures.
    8. Ensuring that there is effective communication by the Group with its shareholders and ensuring that members of the board develop an understanding of the views of the major investors in the Group.
    9. Taking the lead in providing a properly constructed induction programme for new directors, facilitated by the company secretary.
    10. Taking the lead in identifying and seeking to meet the development needs both of individual directors and of the board as a whole, assisted by the company secretary.
    11. Ensuring that the performance of the board as a whole, its Committees, and individual directors is formally and rigorously evaluated at least once a year.
    12. Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at board level.

 

  • GROUP MANAGING DIRECTOR/ GROUP CEO (CEO)

    1. Reporting Lines
      1. The GMD reports to the board.
      2. The GMD is responsible for all executive management matters affecting the Group. All members of the management, report directly or indirectly, to him.
    2. Key Responsibilities
      1. The GMD’s principal responsibility is running the Group’s business.
      2. The GMD is responsible for developing the Group’s strategy and overall commercial objectives, which he does in close consultation with the board.
      3. The GMD is responsible for implementing the decisions of the board and its Committees.
      1.  
      2. Providing input to the board’s agenda from himself and other members of the executive team.
      3. Ensuring that he maintains a dialogue with the Chairman on the important and strategic issues facing the Group, and proposing board agendas to the Chairman which reflect these.
      4. Ensuring that the executive team gives appropriate priority to providing reports to the board which contain accurate, timely and clear information.
      5. Ensuring, in consultation with the Chairman and the company secretary as appropriate, that he and the executive team comply with the board’s approved procedures, including the schedule of Matters Reserved to the board for its decision and each Committee’s Terms of Reference.
      6. Ensuring that the Chairman and the board are alerted to complex, contentious or sensitive issues affecting the Group.
      7. Providing input to the Chairman and company secretary on appropriate changes to the schedule of Matters Reserved to the board and Committee Terms of Reference.
      8. Leading the communication programme with shareholders.
      9. Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.
      10. Ensuring that the development needs of the executive directors and other senior management reporting to him are identified and met.
      11. Ensuring that performance reviews are carried out at least once a year for each of the executive directors. Providing input to the wider board evaluation process.
      12. Promoting, and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.

     

  • ASSESSMENT MECHANISM AND MEASUREMENT SYSTEM FOR BOARD OF DIRECTORS (BOD) AND INDIVIDUAL BOARD MEMBERS

    1. Introduction

      To propose a set of assessment mechanism and measurement system to evaluate effectively the performance of Individual Directors and the Board as a whole.

    2. Objective

        To implement through the Nomination Committee, a performance measurement system to assess the performance of the Board and each individual director to ensure their effectiveness.

    3. Evaluation of the Board
      1. Areas to be covered as part of the Board review are as follows:
        1. Analysis of the Board’s structure and composition, makeup of its various committees, the tenure and performance of Individual Board members.
        2. The Board’s roles and responsibilities, frequency and quality of information flow and presentation, frequency of Board meetings, decision making processes of the Board, its’ reporting to the shareholders and stakeholders.
        3. Results of strategy and performance objectives and their attainment issues related to succession planning and remuneration of senior management and its responsibility of the overall company performance which includes:
          • Strategies, Business Plan and Policies
          • Prudent Operations
          • Risk Management Infrastructure and Policies
          • Procedures Governing self-serving practices and conflict of Interest
          • Beneficial Influence on Community
    4. Evaluation of Individual Directors and the Board
      1. The performance of each individual director and the Board shall be assessed based on the following guidelines :-
        • The awareness of the Menang Corporation (M) Berhad (‘Menang Group’) operating environment
        • Diligence in undertaking his/her duty and avoiding conflict of interest
        • Ability to exercise independent judgment in decision making and provide sound and objective advice to the Board
        • Ability to question the Management as and when deem appropriate
        • Ability to devote adequate time and attention to discharge his/her duty and responsibilities effectively
        • Able to participate and contribute effectively to the functions of the Board
        • Understanding of his/her role and “duty of loyalty” to the Group, its shareholders and other stakeholders
        • Strategic direction and corporate policies are implemented effectively
        • BOD decisions are implemented and board of directors are responded to
        • Implementation of short and long term business plans
        • Providing strong leadership, effectively communicating a vision, management philosophy and business strategy to the employees
        • Keeping the BOD fully informed of all important aspects of the Group’s operations and ensuring efficient information is distributed to the board members
        • Ensuring the day-to-day business affairs of the Group are effectively managed
        • The overall Group’s financial performance
    5. The effectiveness of the Board as a whole and the contribution of each director to the effectiveness of the Board and the contribution of the Board’s various committees shall be assessed on periodic basis.