Dagang NeXchange Berhad Annual Report 2018

thresholds for Management decisions and it is periodically reviewed to reflect the expansion/changes within the Group. Any changes to the limits of authority under the DAL will require Board approval. The responsibilities of the Management include, among others, generating action plans for immediate, short term, medium term and long term periods, organising resources to achieve the Company’s goals, directing and setting performance standards that indicate progress towards long term goals of the Company. 1.3 Division of roles between the Chairman of the Board and Executive Director/Chief Executive Officer (“CEO”) The positions of Chairman of the Board and Executive Director/CEO shall be held by different individuals, and the Chairman must be a non-executive member of the Board. Their roles have been clearly defined to ensure accountability and division of responsibilities. 1.4 Clear Roles and Responsibilities The Board is responsible for overseeing the management and business affairs, and makes all major policy decisions of the Company. The Board’s fundamental approach in this regard is to ensure that the right leadership, strategy and internal controls for risk management are well in place. Additionally, the Board is committed to achieving the highest standards of business integrity, ethics and professionalism across all of the Company’s activities. The Board shall provide central leadership to the Company, establish its objectives and develop the strategies that direct the ongoing activities of the Company to achieve these objectives. Directors will apply skill and care in exercising their duties to the Company and are subject to fiduciary duties. Directors shall be accountable to the shareholders of the Company for the Company’s performance. The Board has in place a Board Charter which was formalised on 25 March 2014. The Board Charter serves as a reference and primary induction literature, providing Board members and the Management insight into the function of the Board. The Board Charter contains specific guidance to the Board members on, inter alia, the key values, principles and ethos of the Company, the Board’s principal responsibilities, composition of the Board, Directors’ qualification standards, matters reserved for the Board, induction of newly appointed Directors and continuing education, annual performance evaluation and the division of roles between the Board and the Management. The Board practises a clear division of roles and responsibilities between the Chairman, Executive Deputy Chairman, Group Managing Director, Executive Director and Non-Executive Directors. The Chairman is responsible for ensuring the effectiveness and conduct of the Board as well as assuming the formal role as the leader in chairing all Board meetings and shareholders’ meetings. The Chairman leads the Board and is responsible to ensure the effective and smooth interaction of the overall Board and individual Directors, both within and outside the Boardroom as well as driving the discussion toward consensus and to achieve closure in every discussion. The Executive Deputy Chairman’s role is to assist the Chairman in carrying out his responsibilities whilst the Group Managing Director has overall responsibility over the business units and day-to-day management of the Group, Company, organisational effectiveness and implementation of Board policies, strategies and decisions. Non-Executive Directors play a key supporting role, contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate objectives, policies and decisions. In order to ensure effective discharge of the Board’s functions, the Board will assume the following six (6) principal responsibilities:- (a) reviewing, adopting and monitoring the implementation of a strategic plan for the Company and its subsidiaries (“Group”); (b) overseeing the conduct of the Group’s business and to evaluate whether the business is properly managed. In this respect the Board must ensure that there are objectives in place against which the Management’s performance can be measured; (c) identifying principal risks and ensuring the implementation of appropriate controls and systems to monitor and manage these risks; (d) ensures succession planning including appointing, training, fixing the remuneration and where appropriate, replacing senior management; (e) overseeing the development and implementation of a shareholders’ communication policy for the Company to ensure effective communication with its shareholders and other stakeholders; and (f) reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems, including systems for ensuring compliance with applicable law, regulations, rules, directives and guidelines. 55 Annual Report 2018 Corporate Governance Overview Statement CORPORATE ACCOUNTABILITY