Connecting the nation. and Beyond. - ChartNexus

106 / MRCB laporan tahunan 2011 /
statement on corporate governance
4. BoarD conDUct
The Board acts independently at all times while retaining the
ultimate responsibility for the direction and management
of the Company in meeting its objectives. It regularly
assesses the direction, performance and achievement of
Management.
a code of conduct for Board members
In addition to the duties and responsibilities set out under
the ambit of applicable laws and practices, the Board has
also imposed on its members to declare in writing that
they have observed the Company’s Code of Ethics in
discharging their duties and responsibilities.
b continuous Improvement
The Board members are mindful of the need to
continuously upgrade and improve themselves for the
benefit of the Company. During the year, members of the
Board had attended various courses specially tailored
for updating their knowledge on the changing laws,
regulations, techniques and practices in leadership and
management at the Board level.
c relationship of the Board with management
The relationship between the Board and Management
remain strong and cohesive during the year under review.
The Board supports the Management by providing
leadership, and the setting of business targets through
Key Performance Indicators and Balanced Scorecards
for senior management personnel. At the same time,
the Board also serves a check-and-balance function
by challenging and debating decisions made by the
Management before they are endorsed and approved. To
do this, an established and structured reporting system
has been put in place where the Board is regularly briefed
and updated on the performance of the Company through
which the Board tracks closely the achievement of targets
set. Rewards to the Management and employees, such
as bonuses and ESOS allocation, are based on financial
performance and business achievements.
The Non-Executive Board members do not allocate
themselves any bonuses or ESOS allocations.
d Full access to Information
In the course of discharging their duties, the Directors
always have:
i) full and unrestricted access to timely and accurate
information. The agenda and a full set of Board
papers are typically distributed at least 7 days before
the Board or its Committee meetings. This process
ensures that Directors have enough time to read the
matters to be discussed, and thus be properly briefed
and prepared for decision-making at the meetings;
ii) unrestricted access to the advice and services of the
Company Secretary and other members of senior
management; and
iii) unrestricted advice and services of external and
independent professionals, made available to Board
members individually and collectively. These advice
and services are made available independent of
Management’s intervention.
In order to enhance the accountability of the Board
and Senior Management, the Company has in place a
Limits of Authority approved by the Board which sets
out the limits to which each level of Management is
authorized to approve and transactions that need to
be approved by the EXCO or the Board.
e check and Balance
Board members take their role seriously and professionally
as a check and balance of Management. Proposals
and recommendations made by the Management are
actively and constructively questioned, challenged and
debated at Board meetings and at Board Committee
meetings such as EXCO and Audit Committee to ensure
that such proposals and recommendations are in the
best interests of the Company. In doing so, the Board
and Board Committees gather inputs from the Corporate
Governance Department, which is responsible for Internal
Audit and facilitating the risk management process,
functions which are independent of Management and
report directly to the Audit Committee and the Board.
The above is truly a ‘substance over form’ matter, where
the actual interactions between a dynamic and responsible
Board and a hands-on and accountable Management
go beyond what is detailed in this Statement and has
resulted in an environment where the Company is run
in an ethical, transparent and professional manner in the
best interest of the shareholders.