To assist in the discharge of its stewardship role

To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the
Audit Committee, the Nomination Committee and the Remuneration Committee, to which it has delegated
certain responsibilities. The Board Committees have their roles and functions, written terms of reference,
operating procedures and authority to examine specific issues within their respective terms of reference as
approved by the Board and report to the Board with their recommendations. All deliberations and decisions
taken by the Board Committees are documented and approved by the respective Chairman of the Board
Committees prior to submission as agenda items for deliberation at the meeting of the Board. The ultimate
responsibility for decision making, however, still lies with the Board. The Board reviews the Board Committees’
authority and terms of reference from time to time to ensure their relevance.
Clear roles and responsibilities
The Board has a collective responsibility for the management of the Group. The Non-Executive Directors are
responsible for bringing independent judgment and scrutiny to decisions taken by the Board and providing
objective challenges to Management.
The Non-Executive Directors do not participate in the day-to-day management of the Group and do not engage
in any business dealing or other relationship with the Group to ensure that they are capable of exercising
judgment objectively and act in the best interest of the Group, its stakeholders and shareholders, including
minority shareholders. To enhance accountability, the Board has specific functions reserved for the Board
and those delegated to the Management. There is a schedule of key matters reserved to the Board for its
deliberation and decision to ensure the direction and control of the Group are in its hands.
Key matters reserved to the Board for decision comprise the following:
- acquisition and disposal or closure of a business;
- declaration of dividends and approval of financial statements, including accounting policies of the
Group;
- establishment of new businesses;
- annual strategic plan;
- capital investment and disposal of tangible assets from existing business to third party;
- increase or reduction by a subsidiary of its authorized or issued capital;
- financing on the Group’s activities;
- any corporate restructuring not covered by the above-mentioned paragraphs; and
- the change of name of any company in the Group and establishment of any new company.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT

GUAN CHONG BERHAD / ANNUAL REPORT 2018
27
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
I. Board Responsibilities (Cont’d)
Access to Information and Advice
The Board and the Board Committees receive timely and up-to-date information and the Company Secretary,
under the direction of the Chairman, to ensure a balanced flow of information is disseminated for decisions
to be made on an informed basis and for the effective discharge of the Board’s responsibilities. The Board