Corporate Governance Statement |
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The Board annual meeting calendar is prepared and circulated to Directors before the beginning of each year. The calendar provides the scheduled dates for meetings of the Board, Board Committees and shareholders, major conferences hosted by the Company as well as the closed period for dealings in securities by Directors and principal officers. The agenda of each Board Meeting is finalised by the Chairman. Meeting papers are prepared by Management in accordance with an existing agreed format which provides relevant facts and analysis. The agenda and papers for meetings are furnished to Directors and Board Committee members in advance to enable them to prepare for the meetings. At Board meetings, the Management presents the papers, and consultants may be invited to provide further insight. The Chairman encourages constructive, healthy debate, and Directors are given the chance to freely express their views. Any Director/Board Committee member who has a direct or deemed interest in the subject matter to be deliberated shall abstain from deliberation and voting on the same during the meeting. The Company Secretary ensures there is a quorum for all meetings and that such meetings are convened in accordance with the relevant TORs. The minutes prepared by the Company Secretary memorialise the proceedings of all meetings including pertinent issues, the substance of inquiries and responses, members' suggestions and the decisions made. This reflects the fulfillment of the Board's fiduciary duties and the significant oversight role performed by the respective Board Committees. b. Supply of and Access to Information The Directors have individual and independent access to the advice and services of the Company Secretary in ensuring the effective functioning of the Board. The Directors may seek advice from the senior management on issues under their respective purview. The Directors may also interact directly with, or request further explanations, information or updates on any aspect of the Company's operations or business concerns from the Management. In addition, the Board may further seek independent professional advice at the Company's expense on specific issues to enable the Board to discharge its duties in relation to the matters being deliberated. Individual Directors may also obtain independent professional or other advice in furtherance of their duties, subject to approval by the Chairman or the Board, depending on the quantum of the fees involved. c. Board Effectiveness Evaluation The Board has entrusted the NRC with the responsibility for carrying out the annual BEE. The assessment covers Board effectiveness in the areas of its composition, size, conduct, administration, accountability and responsibility. The BEE also includes the Directors' self/peer assessment which is intended to evaluate the mix of skills, experience and other relevant qualities the NEDs should bring to the Board. Each year, the NRC considers the scope and manner to carry out the BEE exercise. The NRC reviews the outcome of the BEE, recommends to the Board action plans for improvement and follows up on the action plans.
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