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33
Annual Report 2013
The Board has delegated certain functions to the established Board Committees, namely Strategic Development, Enterprise
Risk Management, Audit, Nominating and Remuneration Committees, save for the following matters which are reserved for the
Board’s decision:
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the Group’s long term objectives and commercial strategy, including any new and major strategic initiatives;
z
the making of any decision to cease to operate all or any material part of the business of the Group or to extend the
Group’s activities into new business;
z
the consideration of any proposal to merge or amalgamate the Company with any other company;
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the approval of any acquisition of any investment, asset or business by the Company or any of its subsidiaries which
would involve the commencement of an activity of a substantially different nature or character to any activity from time
to time carried on by the Company or any of its subsidiaries;
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the approval of any changes relating to the Group’s capital structure including changing the amount or currency of the
Company’s share capital, reduction of capital, share issues (except under employee share options plan);
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the approval of risk management policy for the Company and its subsidiaries;
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the approval of the Company’s quarterly results, audited financial statements and other appropriate statements for
inclusion in the Company’s Annual Report as well as the issue of Annual Report;
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the recommendation of the payment of any dividend by the Company or any exercise of the powers of the Board in
relation to reserves or capitalisation of profit;
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appointment or removal of director from the Board (with recommendation made by the Nominating Committee) and
the appointment or removal of the Company Secretary;
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make changes to the structure and size of the Board, following receipt of recommendation from the Nominating
Committee;
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in the case of any conflict of interest which the Board, after being appropriately advised, considers to be material, as to
whether such conflict should be authorised and, if so, authorise such conflict upon such terms and conditions as the
Board considers appropriate;
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determining the remuneration packages for senior executives of the Company (following receipt of recommendation by
the Remuneration Committee);
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reviewing the performance of the Board annually; and
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any matter required to be considered or approved by the Board as a matter of law or regulation.
During the financial year, the Board had met five (5) times to discharge its duties and had on various occasions used circular
resolutions in writing to sanction certain decisions. Day to day management of the Group has been delegated to the Group
President and Executive Directors.
Corporate Gover nance and Transparency
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