1. Purpose of the Board Charter
This Board Charter sets out the principles for the operation of the Board of Directors (“Board”) of PMB Technology Berhad (“PMBT” or “the Company”) and its subsidiaries (“the Group”) and describes the functions of the Board and those functions delegated to Management of the Company. The Board has primary responsibility to shareholders for the welfare of the Company. The Board is responsible for guiding and monitoring the business and the affairs of the Company. The Company recognises the important of the Board in providing a sound base for good corporate governance in the operations of the Company. This Board Charter is established to promote high standards of corporate governance and is designed to provide guidance and clarity for Directors and management with regard to the role of the Board and its committees. This Board Charter does not overrule or pre-empt the statutory requirements and other relevant statutes. This Board Charter shall form an integral part of each Director's duties and responsibilities.
2. Composition of the Board
3. Role of the Board
4. Role of the Chairman
The Chairman is responsible for leading the Board in oversight of management, representing the Board to shareholders and chairing general meeting of shareholders, ensuring the integrity of the governance process and issues and other responsibilities assigned by the Board from time to time.
5. Role of the Group CEO
The Group CEO is responsible for the business and day-to-day management of the Company and directing and controlling all aspects of the business operations.
In discharging the above responsibilities, the Group CEO can delegate appropriate functions to the senior management, who shall report to the Group CEO.
6. Board Processes
Board Meetings shall be conducted in a business-like manner where all Directors are encouraged to share their views and partake in discussions.
7. Company Secretary
8. Board Committees
9. The Board's Relationship with Shareholders and Stakeholders
10. Induction Process
11. Directors' External Commitments and Conflict of Interest
12. Representation of the Company
13. Review and Approval
This Charter and all Board Committee Charters and Policies shall be reviewed annually by the Board.
This Charter is reviewed and approved by the Board of Directors on 25 February 2016.