36
ASIAMEDIAGROUPBERHAD
(813137-V)
1. ESTABLISHCLEARROLESANDRESPONSIBILITIES
(Cont’d)
1.2. Clear Roles andResponsibilitiesof theBoard
The Board has the overall responsibility in leading and determining the Group’s strategic
direction. It providesaneffectiveoversight of theconduct of theGroup’sbusiness, ensuring
anappropriate riskmanagement and internal control system is inplaceaswell as regularly
reviewing such system to ensure its adequacy and integrity.
TheBoard assumes that following principal responsibilities in discharging its fiduciary and
leadership functions:
•
Reviewingandadopting a strategic plan for theCompany;
•
Overseeing theconduct of theCompany’sbusiness toevaluatewhether thebusiness
is being properlymanaged;
•
Identifying principal risks and ensure the implementation of appropriate systems to
manage these risks;
•
Successionplanning, includingappointing, training, fixingof compensationandwhere
appropriate, replacingSeniorManagement;
•
Developing and implementing an investor relations programme or shareholder
communications policy for theCompany; and
•
Reviewing theadequacyand the integrityof theCompany’s internal control systemsand
management information systems, including systems for compliancewith applicable
laws, regulations, rules, directives and guidelines.
TheBoard has delegated specific responsibilities toBoardCommittees aswell as various
sub-committees to assist the Board in the running of theGroup. The functions and terms
of reference of the Board Committees as well as authority delegated by the Board to
theseCommittees have been clearly defined by the Board. The Board reviews the Board
Committee’s authority and terms of reference from time to time to ensure their relevance.
There are three (3) BoardCommittees namely theNominationCommittee, Remuneration
Committee and theAudit Committee setupup by theBoard of Directors.
These Committees examine specific issues and report to the Board with their
recommendations. The ultimate responsibility for decision-making lieswith theBoard.
1.3. Ethical Standards andCodeof Conduct
TheBoard has in place aCode of Conduct for theDirectors and employees. TheCode of
Conduct includes amongst others the respect for the individual, create a culture of open
andhonest communication, set toneat the top, uphold the law, avoids conflicts of interest,
set metrics and reports results accurately.
CorporateGovernanceStatement
(Cont’d)
