Board and Leadership

1. Role of the Directors

1.1. promote good corporate governance culture within the company which reinforces ethical, prudent and professional behavior

1.2. ensure that the company has in place procedures to enable effective communication with stakeholders

1.3. supervise and assess management performance to determine whether the business is being properly managed

2. Surveillance role of the board

2.1. Providing independent judgement

2.2. Being a monitor of executive activities

2.3. Playing the role of watchdog

3. Core competencies of Director

3.1. Experience

3.2. Skill

3.3. Knowledge

4. Board as collective body in decision making

4.1. high‐quality board documentation

4.2. obtaining expert opinions when necessary

4.3. allowing time for debate and challenge, especially for complex, contentious or business critical issues

5. Procedures in conducting board meeting

5.1. Board agenda

5.2. Chairman roles

5.3. Minutes of director meetings

5.4. Rights of directors

5.5. Board meeting etiquette

6. Duties & Responsibilities of Directors

6.1. Fiduciary duties

6.1.1. To act bona fide in the interest of the company and must not exercise their powers for any collateral purpose

6.1.2. Not to place himself in a position where there is a conflict between their duty to the company and his personal interests or duties of others

6.1.3. Not to make any secret profit out of the position as director

6.2. Duties of care, skill, & diligence

6.2.1. Act in the best interest of the company and its shareholders

6.2.2. Act in good faith in a manner that is believed and perceived to be in the best interest of the company and its shareholders

6.2.3. Exercise the care that is expected of “a reasonable person” under the same circumstances

6.3. Statutory duties

6.3.1. Section 223(1) - to seek approval of the company in the general meeting before they carry out into effect any arrangement or transaction

6.3.2. Section 221 - To declare the nature of his interest in contract, property, office etc at meeting of directors of the company

6.3.3. Section 219 - General duty to make disclosure

7. Relationship between board and management

7.1. Providing accountability

7.2. Strategy formulation

7.3. Monitoring & supervising

7.4. Policy making

8. Directors' liabilities, indemnity, and insurance

8.1. Under federal securities laws (e.g. SOX and SEC rules), directors are potentially liable when the company discloses misleading public reports

8.2. Under corporate law, directors can be sued for breaching their fiduciary duties, loyalty, and due care as well as for failure to sufficiently oversee management

8.3. Under pension law, directors can be held liable if their company’s retirement plan suffers significantly as a result of overinvestment in the company’s own shares

8.4. The legal and other professional costs defending a director against claims can be very high. The company might, for legal reasons, be unable to offer ongoing financial support to a director faced with these costs

8.5. The law imposes duties on directors, and directors who breach them can be held personally liable. But the risk need to be kept in perspective. The law does not seek to penalise the innocent director