MS AR 2018 (1)

ANNUAL EVALUATION OF
BOARD PERFORMANCE AND
EVALUATION CRITERIA FOR BOARD
PERFORMANCE
Corporate governance requires boards to have effective
processes and to evaluate their performance and appraise
directors at least once a year. The Board of Directors has
put in place a mechanism for undertaking annual evaluation
of the performance of the Board. The mechanism evaluates
as to how the Directors work as a team; what are their
interpersonal skills; is the Chairman an effective leader; do
all Directors contribute; what is the level of commitment
(preparedness, engagement, absenteeism); is the Board
objective in acting on behalf of the Company; is it robust
in taking and sticking to difficult decisions; are decisions
reached by the whole Board; do decisions take account of
member’s views; are there any “unmanaged” conflicts of
interest etc. When completing the performance evaluation,
Board considers the following main performance evaluation
process or behaviour:
• Has the Board set itself clear performance objectives
and how well has it performed against them?
• What has been the whole Board’s contribution to the
testing and development of strategy?
• What has been the Board’s contribution to ensuring
robust and effective risk management?
• Is the composition of the Board and its committees
appropriate with the right mix of knowledge and skills
sufficient to maximize performance in the light of future
strategy?
• How has the Board responded to any problems or
crises that have emerged and could or should they have
been foreseen?
• What is the relationship between the Board and its main
committees and between the committees themselves?
• How well does the Board communicate with the
management team, Company employees and others?
How effectively does it use mechanisms such as the
AGM, the business review and the annual report?
• Is the Board as a whole up to date with latest
developments in the regulatory environment and the
market?
OFFICES OF THE CHAIRMAN &
CHIEF EXECUTIVE OFFICER
As part of our governance structure, the position of the
Chairman of the Board of Directors and the office of the
Chief Executive Officer are held separately, with clear division
of roles and responsibilities.
BRIEF ROLE & RESPONSIBILITIES OF
CHAIRMAN & CEO
The Chairman represents the Non-Executive Directors
of the Board and is entrusted with the leadership of the
Board’s proceedings. The Chairman acts as the head of
the Board meetings and is responsible for avoidance of
conflicts of interests. He has the power to set the agenda,
give directions and sign the minutes of the Board meetings.
The Chairman is also responsible for assessing and
making recommendations regarding the effectiveness of
the Board, the committees and individual Directors. The
Chairman ensures effective role of the Board in fulfilling all its
responsibilities.
The CEO is an Executive Director who also acts as the
head of the Company’s Management. He is entrusted with
responsibility of:
• Safeguarding of Company assets
• Creation of shareholder value
• Identification of potential diversification / investment
projects
• Implementation of projects approved by the Board
• Ensuring effective functioning of the internal control
system
• Identifying risks and designing mitigation strategies
• Preservation of the Company’s image
• Development of human capital and good investors’
relations
• Compliance with regulations and best practices
Annual Report 2018
59