Board-Charter.pdf - SPRITZER BHD(265348-V(Incorporated in Malaysia BOARD CHARTER Spritzer Bhd(265348-V(Incorporated in Malaysia Board Charter 1 Purpose

Board-Charter.pdf - SPRITZER BHD(265348-V(Incorporated in...

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SPRITZER BHD (265348-V) (Incorporated in Malaysia) BOARD CHARTER
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1 Spritzer Bhd (265348-V) (Incorporated in Malaysia) Board Charter 1. Purpose of Charter The Board of Directors (the Board) of Spritzer Bhd (the Company) is ultimately responsible for the stewardship of the Company and its Group. The Board does not actively manage but rather oversees the management of the Group which is delegated to the Managing Director, Group Chief Executive Officer, Executive Director and other officers of the Group. The Board Charter sets out the role, functions, authority, responsibilities, membership and operation of the Board of Directors of the Company, adopting principles of good corporate governance and practice, in accordance with applicable laws in Malaysia. 2. Authority The Board derives its authority to act from the Constitution of the Company and the law and regulations governing companies in Malaysia. 3. Role of the Board As part of the overall stewardship responsibility, t he Board’s role is to: serve the interests of the stakeholders by formulating, overseeing and evaluating the Group ’s strategies, policies and performance; monitor the Group ’s performance and b uild sustainable value for stakeholders in accordance with any duties and obligations imposed on the Board by law and the Company’s Constitution and within a framework of prudent and effective controls that enable risks to be assessed and managed; set, review and ensure compliance with the Group ’s values; and ensure proper communication with shareholders on the Group ’s performance and major developments affecting its state of affairs.
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2 Spritzer Bhd (265348-V) - Board Charter (Cont.) 4. Division of responsibilities between the Chairman and Chief Executive Officer (“CEO”) 4.1 Responsibilities of the Chairman The roles and responsibilities of Chairman include:- (i) providing leadership to, and overseeing the functioning of the Board to ensure that it acts in the best interests of the Group and that Board meetings are planned and conducted in an effective manner. (ii) responsible for setting the agenda for each Board meeting, taking into consideration, where appropriate, matters proposed by the Directors and the Company Secretary for inclusion in the agenda. (iii) with the support of Executive Directors and the Company Secretary, the Chairman seeks to ensure that all Directors are properly informed of issues arising at Board meetings and provided with adequate and accurate information in a timely manner. (iv) actively encourages the Directors to be engaged in the Board’s affairs and contribute to the Board’s functions. 4.2 Responsibilities of CEO The roles and responsibilities of CEO include:- (i) managing the businesses of the Group, coordinating overall business operations, attending to the formulation and successful implementation of Group policies and strategies approved by the Board and assuming full accountability to the Board for all the Group’s day -to-day operations.
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