This Board Charter sets out the principles for the operation of the Board of Directors (“Board”) of Selangor Properties Berhad (“SPB” or “the Company”) and its subsidiaries (“the Group”) and describes the functions of the Board and those functions delegated to the 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 importance 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 regards to the roles 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. To the extent of any conflict between the terms of this Board Charter and the Company’s Articles of Association, the latter shall prevail.
The Chairman is primarily responsible for:
The principal roles of individual Directors include, amongst others:
The role of Independent Directors is to constructively challenge and help develop proposals on strategy include, inter alia:
The Board may appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed if there are reasons that contact through the normal channels of the Chairman have failed to resolve them.
The role of Senior Independent Director include, amongst others:
Board Meetings shall be conducted in a business-like manner where all Directors are encouraged to share their views and partake in discussions.
To provide oversight of the risk management framework and policies of the Group, the ARMC:
The Board appoints the Chairman or such persons as he deems fit to speak on behalf of the Group and to manage the communication of information to investors, other stakeholders and the public in an orderly and effective manner while adhering, at all times, to relevant laws and regulatory requirements.
This Charter and all Board Committees’ Charters and Policies shall be reviewed annually by the Board.
This Charter is dated 26 June 2018.
MATTERS RESERVED FOR COLLECTIVE DECISION OF THE BOARD
The authorities of the Board, which may be varied from time to time as determined by the Board, are as follows: