Letter Of Appointment Of Independent Director Page 11
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12iii.
Other responsibilities
(1) The Board should provide the strategic guidance to the company, ensure effective
monitoring of the management and should be accountable to the company and the
shareholders.
(2) The Board should set a corporate culture and the values by which executives throughout a
group will behave.
(3) Board members should act on a fully informed basis, in good faith, with due diligence
and care, and in the best interest of the company and the shareholders.
(4) The Board should encourage continuing directors training to ensure that the Board
members are kept up to date.
(5) Where Board decisions may affect different shareholder groups differently, the Board
should treat all shareholders fairly.
(6) The Board should maintain high ethical standards and should take into account the
interests of stakeholders.
(7) The Board should be able to exercise objective independent judgment on corporate
affairs.
(8) Boards should consider assigning a sufficient number of non-executive Board members
capable of exercising independent judgment to tasks where there is a potential for conflict
of interest.
(9) The Board should ensure that, while rightly encouraging positive thinking, these do not
result in over-optimism that either leads to significant risks not being recognized or
exposes the company to excessive risk.
(10) The Board should have ability to ‘step back’ to assist executive management by
challenging the assumptions underlying: strategy, strategic initiatives (such as
acquisitions), risk appetite, exposures and the key areas of the company's focus.
(11) When committees of the board are established, their mandate, composition and working
procedures should be well defined and disclosed by the board.
(12) Board members should be able to commit themselves effectively to their responsibilities.
(13) In order to fulfill their responsibilities, board members should have access to accurate,
relevant and timely information.
(14) The Board and senior management should facilitate the Independent Directors to perform
their role effectively as a Board member and also a member of a committee.
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