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Asia Media Group Berhad
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Annual Report 2015
The Board takes into consideration the interests of all stakeholders in their decision making
so as to ensure the Group’s objectives of creating long term shareholder value are met.
The key matters reserved specifically for the Board’s deliberation and decision to ensure
the direction and control of the Group would include reports and financial statements,
business strategy formulation and planning, business issues, regulatory changes,
material transactions, investments, major acquisitions or disposal of a business or assets,
appointment of Board / Board Committee Members, declaration of dividends, recurring
related party transactions of the Group. The Board also reviews issues and matters that
have significant impact to the Group’s operation.
1.2. Clear Roles and Responsibilities of the Board
The Board has the overall responsibility in leading and determining the Group’s strategic
direction. It provides an effective oversight of the conduct of the Group’s business, ensuring
an appropriate risk management and internal control system is in place as well as regularly
reviewing such system to ensure its adequacy and integrity.
The Board assumes that following principal responsibilities in discharging its fiduciary and
leadership functions:
•
Reviewing and adopting a strategic plan for the Company;
•
Overseeing the conduct of the Company’s business to evaluate whether the business
is being properly managed;
•
Identifying principal risks and ensure the implementation of appropriate systems to
manage these risks;
•
Succession planning, including appointing, training, fixing of compensation and where
appropriate, replacing Senior Management;
•
Developing and implementing an investor relations programme or shareholder
communications policy for the Company; and
•
Reviewing the adequacy and the integrity of the Company’s internal control systems
and management information systems, including systems for compliance with
applicable laws, regulations, rules, directives and guidelines.
The Board has delegated specific responsibilities to Board Committees as well as various
sub-committees to assist the Board in the running of the Group. The functions and terms
of reference of the Board Committees as well as authority delegated by the Board to
these Committees 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.
Corporate Governance Statement
(continued)