KAREX BOARD CHARTER –>PDF Download 226KB

1.0 INTRODUCTION
The primary objective of the Company’s Board Charter is to set out the roles and responsibilities of the Board of Directors (“Board”).The Board, whilst supportive of management, must:-

  • approve and proactively participate in strategic decisions.
  • challenge management with questions based on informed knowledge;
  • oversee management’s plans, decisions, and actions;
  • monitor management’s ethical conduct, financial reporting and regulatory compliance;
  • play a critical role in ensuring sound and prudent policies and practices of the Company;
  • be capable of effectively achieving good governance and protecting the interests of shareholders; and
  • proactively support and have continuous oversight over risk management, internal controls and compliance matters involving the Company.

The Board will regularly review this charter and the terms of reference of Board Committees to ensure they remain consistent with the Board’s objectives and responsibilities, and relevant laws, regulations, guidelines and standards of corporate governance.

2.0 BOARD SIZE AND COMPOSITION
  1. The Board should comprise individuals with character, experience, integrity, competence and time to effectively discharge their role as company director. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.
  1. The number of directors shall not be less than two (2) and not more than nine (9). The appointment of directors shall be recommended by the Nomination Committee and approved by the Board.
  1. At any one time, at least two or one-third (1/3), whichever is higher, of the Board members are independent directors.
  1. The Board may appoint a senior independent director to whom shareholders’ concerns can be conveyed if there are reasons that contact through the normal channels of the chairman or the CEO have failed to resolve them.The Board shall appoint the senior independent director as the chairman of the Nomination Committee, unless a better candidate is available.
  2. The positions of chairman of the Board and CEO should be held by different individuals, and the chairman must be a non-executive member of the Board. The Board must comprise a majority of independent directors where the chairman of the Board is not an independent director.In the event that the positions of chairman of the Board and CEO are held by the same person, the Company shall provide explanation and justification in the Annual Report of the Company.
  3. The Board shall endeavour to achieve 30% female directors at all times.

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