Responsibilities of The Board

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E.1	Board Duties and Responsibilities

E.1.1	Does the company disclose its corporate governance policy/board charter?

E.1.2	Are the types of decisions requiring board of directors/commissioners' approval disclosed?

E.1.3	Are the roles and responsibilities of the board of directors/commissioners clearly stated?

E.1.4	Does the company have an updated vision and mission statement?

E.1.5	Does the Board of Diractors play a leading role in the process of developing and reviewing the company's strategy at least annually?

E.1.6	Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?
E.2	Board Structure

E.2.1	Are the details of the code of ethics or conduct disclosed?

E.2.2	Are all directors/commissioners, senior management and employees are required to comply with the code?

E.2.3	Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?

E.2.4	Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?

E.2.5	Does the company have a term limit of nine years or less for its independent directors/commissioners?

E.2.6	Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?

E.2.7	Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?

E.2.8	Does the company have a Nominating Committee (NC)?

E.2.9	Is the Nominating Committee comprised of a majority of independent directors/commissioners?

E.2.10	Is the chairman of the Nominating Committee an independent director/commissioner?

E.2.11	Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee?

E.2.12	Is the meeting attendence of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?

E.2.13	Does the company have a Remuneration Committee?

E.2.14	Is the Remuneration Committee comprised of a majority of independent directors/commissioners?

E.2.15	Is the chairman of the Remuneration Committee an independent director/commissioner?

E.2.16	Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee?

E.2.17	Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?

E.2.18	Does the company have an Audit Committee?

E.2.19	Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?

E.2.20	Is the chairman of the Audit Committee an independent director/commissioner?

E.2.21	Does the company disclose the term of reference/governance structure/charter of the Audit Committee?

E.2.22	Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

E.2.23	Is the meeting attendence of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?

E.2.24	Does the Audit Committee have primary reponsibility for recommendation on the appointment, and removal of the external auditor?
E.3	Board Processes

E.3.1	Are the board of directors meeting scheduled before the start of financial year?

E.3.2	Does the board of directors/commissioners meet at least six times during the year?

E.3.3	Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?

E.3.4	Does the company require a minimum quorum of at least 2/3 for board decisions?

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

E.3.7	Does the company secretary play a significant role in supporting the board in discharging its responsibilities?

E.3.8	Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?

E.3.9	Does the company disclose the criteria used in selecting new directors/commissioners?

E.3.10	Does the company disclose the process followed in appointing new directors/commissioners?

E.3.11	Are all the directors/commissioners subject to re-election at least once every 3 (three) years?

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?

E.3.15	Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, suchs as claw back provision and deferred bonuses?

E.3.16	Does the company have a separate internal audit function?

E.3.17	Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?

E.3.18	Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

E.3.19	Does the Company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?

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 the key risks to which the company is materially exposed to?

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?

E.4.2	Is the chairman an independent director/commissioner?

E.4.3	Is any of the directors a former CEO of the company in the past 2 years?

E.4.4	Are the roles and responsibilities of the chairman disclosed?

E.4.5	If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined?

E.4.6	Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?
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?

E.5.3	Does the company disclose the process on 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	Did the Company conduct an annual performance assessment conducted of the board of directors/commissioners and disclose the criteria and process followed for the assessment?

E.5.6	Did the Company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?

E.5.7	Did the Company conduct an annual performance assessment of the Board Committees and disclose the criteria and process followed for the assessment?