15
Techno
Dex
Berhad
(627634-A)
ANNUAL REPORT 2016
ii. Board Responsibilities
The Board collectively leads and is responsible for the performance and affairs of the Group, including practising
a high level of good governance. All Board members are expected to show good stewardship and act in a
professional manner as well as upholding the core values of integrity and enterprise with due regard to their
fiduciary duties and responsibilities.
The Board has the responsibility in leading and directing the Group towards realising long term objectives and
shareholders’ value. The Board retains full and effective control of the Group’s strategic plans, implementing
an appropriate system of risk management and ensuring the adequacy and integrity of the Group’s system of
internal control.
Broadly, the Board assumes the following principal responsibilities in discharging its fiduciary and leadership
functions:
• Reviewing and adopting a strategic plan for the Group, including addressing the Group’s business strategies
on promoting sustainability;
• Overseeing the conduct of the Group’s business and evaluating whether or not its businesses are being
properly managed;
• Identifying principal business risks faced by the Group and ensuring the implementation of appropriate
internal controls and mitigating measures to address such risks;
• Ensuring that all candidates appointed to the Board are of sufficient calibre, including having in place a
process to provide for the orderly succession of the members of the Board;
• Overseeing the development and implementation of an investor relations programme and stakeholder
communications policy; and
• Reviewing the adequacy and integrity of the Group’s internal control and management information systems,
including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board has also delegated certain responsibilities to the following Committees to assist in the execution of
its responsibilities:
a. Audit Committee
b. Nomination Committee
c. Remuneration Committee
The role of the Board Committees is to advise and make recommendations to the Board. However, the ultimate
responsibility for the final decision on all matters lies with the Board. The Chairman of various Committees
provide a verbal report on the outcome of their Committee meetings to the Board, and any further deliberation
is made at the Board level, if required.
Each Committee operates in accordance with respective terms of reference approved by the Board. The
Board appoints the members and Chairman of each Committee.
iii. Board Charter
A Board Charter was formalised on 30 May 2013. The Board Charter is intended to identify the role, structure
and processes related to key governance activities of the Board. It also serves as a reference point for Board
activities. It is designed to provide guidance and clarity for Directors and Management with regard to the roles
of the Board and its Committees, the role of the Group MD, the requirements of Directors in carrying out their
roles and in discharging their duties towards the Company as well as the Board’s operating practices.
CORPORATE
GOVERNANCE STATEMENT
(continued)
