E. Responsibilities of The Boards
NO ITEMS   QUESTIONS REFERENCES
E.1   Board Duties and Responsibilities  
  E.1.1 Does the company disclose its corporate governance policy/board charter? WEB: Committee Charter
  E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed?

Article of Association Article 16; Article 19 & BOC Charter Article 10

  E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated? WEB: BOC Charter
  E.1.4 Does the company have a vision and mission statement? WEB: Vision & Mission
  E.1.5 Has the board review the vision and mission/strategy in the last financial year? WEB: Vision & Mission
  E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy? File: AR - Report of BOC & BOD
E.2   Board Structure  
  E.2.1 Are the details of the code of ethics or conduct disclosed? WEB:  Code of Conduct
  E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? WEB:  Code of Conduct
  E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? WEB:  Code of Conduct
  E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? WEB: Structure
  E.2.5 Are the independent directors/commissioners independent of management and major shareholder? File: AR page 228 & 257
  E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? File: BOC Charter Article 8 para (5) & (6)
  E.2.7 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? DEFAULT
  E.2.8 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? WEB: Board Structure
  E.2.9 Does the company have a Nominating Committee (NC)? WEB: N&R Committee
  E.2.10 Does the Nominating Committee comprise of a majority of independent directors/commissioners? WEB: N&R Committee
  E.2.11 Is the chairman of the Nominating Committee an independent director/commissioner? WEB: N&R Committee
  E.2.12 Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? WEB: N&R Committee
  E.2.13 Did the Nominating Committee meet at least twice during the year? WEB: Board & Committee Meetings
  E. 2.14 Is the attendance of members at Nominating Committee meetings disclosed? WEB: Board & Committee Meetings
  E.2.15 Does the company have a Remuneration Committee? √ combined with Nominating Committee
  E.2.16 Does the Remuneration Committee comprise of a majority of independent directors/commissioners? WEB: N&R Committee
  E.2.17 Is the chairman of the Remuneration Committee an independent director/commissioner? √ (WEB: N&R Committee)
  E.2.18 Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? √ (File: Nomination & Remuneration Charter)
  E.2.19 Did the Remuneration Committee meet at least twice during the year? WEB: Board & Committee Meetings
  E.2.20 Is the attendance of members at Remuneration Committee meetings disclosed? WEB: Board & Committee Meetings
  E.2.21 Does the company have an Audit Committee? √ (WEB: Audit Committee)
  E.2.22 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? √ (File: AR page 259)
  E.2.23 Is the chairman of the Audit Committee an independent director/commissioner? √ (File: AR page 259)
  E.2.24 Does the company disclose the term of reference/governance structure/charter of the Audit Committee? WEB: Audit Committee
  E.2.25 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? File: AR page 259-261
  E.2.26 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? WEB: Audit Committee File: AR hal 259
  E.2.27 Did the Audit Committee meet at least four times during the year? Yes (File: AR page262)
  E.2.28 Is the attendance of members at Audit Committee meetings disclosed? Yes (File: AR page262)
  E.2.29 Does the Audit Committee have primary reponsibility for recommendation on the appointment, and removal of the external auditor? WEB: Audit Committee Charter part VI (a) no.4
E.3   Board Processes  
  E.3.1 Are the board of directors meeting scheduled before the start of financial year? File: AR page 255
  E.3.2 Does the board of directors/commissioners meet at least six times during the year? File: AR page 254-255
  E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? WEB: Board & Committee Meetings
  E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? WEB: Article of Association Article 20 para (7)
      WEB: BOC Charter Article 14 para (2)
  E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? -
  E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? WEB:  BOC Charter Article 13 para (7)
  E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? File: AR page 274-279
  E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices? File: AR page 284
  E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? WEB: BOC Charter Article 6
  E.3.10 Does the company disclose the process followed in appointing new directors/commissioners? WEB: N&R Charter
  E.3.11 Are all the directors/commissioners subject to re-election at least once every 3 (three) years? WEB: Article of Association & BOC Charter Article 8
  E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practice (short term/long term incentives & performance measures) for its executive directors and CEO? -
  E.3.13 is there disclosure of the fee structure for non-executive directors/commissioners? -
  E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? WEB:  Resolution of AGM
  E.3.15 Do independent non-executive directors/commissioners receive options, performance shares or bonuses? -
  E.3.16 Does the company have a separate internal audit function? √ (File: AR page 295)
  E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? √ (File: AR page 296)
  E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? NO
  E.3.19 Does the Company disclose the internal control procedures/risk management systems it has in place? File: AR page 302
  E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial, and compliance controls) and risk management system? -
  E.3.21 Does the company disclose how key risks are managed? File: AR page 303-312
  E.3.22 Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? -
E.4   People on the Board  
  E.4.1 Do different persons assume the roles of chairman and CEO? YES
  E.4.2 Is the chairman an independent director/commissioner? NO
  E.4.3 Is any of the directors a former CEO of the company in the past 2 years? NO
  E.4.4 Are the role and responsibilities of the chairman disclosed? BOC: File AR page 250
      BOD: File AR page 222
  E.4.5 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? YES
  E.4.6 Does the company disclose a board of directors/commissioners diversity policy? -
E.5   Board Performance  
  E.5.1 Does the company have orientation programmes for new directors/commissioners? -
  E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? File: BOC Charter Article 23
  E.5.3 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? -
  E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? -
  E.5.5 Is an annual performance assessment conducted of the board of directors/commissioners? -
  E.5.6 Does the company disclose the process followed in conducting the board assessment? -
  E.5.7 Does the company disclose the criteria used in the board assessment? -
  E.5.8 Is an annual performance assessment conducted of individual directors/commissioners? -
  E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment? -
  E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? -
  E.5.11 Is an annual performance assessment conducted of the board of directors/commissioners committees? -