FORMAL SCHEDULE OF MATTERS RESERVED FOR THE BOARD
The following summarises the list of matters reserved for deliberation and decision by the board of directors (“Board”):-
- Appointment and recommendation for removal and re-election of Directors.
- Appointment and removal of Company Secretary(ies).
- Establishment of Board Committees, their members and the specific terms of reference.
Board assessment and evaluation
- Conduct and review the annual assessment and evaluation on the performance and effectiveness of the Board, Board Committees and individual Directors.
- Succession planning for Directors.
- Recommendation of Directors’ fees and benefits payable for Non-Executive Directors to be approved by shareholders.
- Approval of remuneration packages and structure, including service contracts, for Executive Directors.
- Review and approval of Company strategic plan and annual budget (including capital expenditure budget).
- Approval of capital expenditure exceeding prescribed thresholds based on the formalised limits of authority.
- Approval of investment or divestment in a company, business, property or undertaking.
- Approval of investment or divestment of a capital project which represents a significant diversification from the Company’s existing business activities.
- Approval of major changes in the activities of the Company.
- Approval of treasury policies and bank mandates of the Company.
- Approval of limits of authority for the Company.
- Approval of mergers and acquisitions and corporate exercises.
- Reviewing and approving of related party transactions.
- Review and approval of quarterly and year-end financial statements and their release (including financial reports for announcement to Bursa Malaysia Securities Berhad or the Securities Commission).
- Approval of Directors’ Report, Statement on Risk Management and Internal Control for inclusion in the Company’s Annual Report.
- Approval of interim dividends for payment and the recommendation of final dividend or other distribution for shareholders’ approval.
- Adoption of accounting policies in line with the Malaysian Financial Reporting Standards.
- Review the effectiveness of the Group’s system of risk management and internal controls via the Audit Committee.
- Granting of power of attorney by the Company.
- Entering into any corporate guarantee and indemnity issued by the Company.
- Recommendation for the changes in the Company’s Memorandum and Articles of Association/Constitution.
- Change in financial year end.
- Recommendation for purchase of own shares by the Company.
- Recommendation for issue of debt instruments.
- Approval of Annual Report and Corporate Governance Report for submission to Bursa Malaysia Securities Berhad.
- Any other matters requiring the Board’s approval under the limits of authority adopted by the Company and Group.