3.0 POSITION DESCRIPTION
  3.1 CHAIRMAN
 
  1. The chairman should:
    1. guide and mediate the Board’s actions with respect to organisational priorities and governance concerns;
    2. ensure the smooth functioning of the Board;
    3. act as facilitator at meetings of the Board to ensure that no directors, whether executive or non-executive, dominate discussion, that appropriate discussion takes place and that relevant opinion among directors is forthcoming;
    4. inculcate positive culture in the Board;
    5. ensure that all relevant issues are on agenda for Board meeting and all directors are able to participate fully in the Board’s activities;
    6.  ensure that the Board debates strategic and critical issues;
    7. ensure that the Board receives the necessary information on a timely basis from management.
    8. be the spokesperson for the Company at the Annual General Meeting (AGM) and in the reporting of performance and profit figures, together with the CEO.

  2. In the case of an equality of votes on a show of hands or on a poll, the Chairman of the general meeting shall be entitled to a further or casting vote.
3.2 CHIEF EXECUTIVE OFFICER (CEO)

  1. The Chief Executive Officer should:
    1. be persons of high professional calibre, and unquestionable integrity;
    2. directly responsible for the day-to-day operations of the Company;
    3. familiar with the Company’s performance, the adequacy of internal controls, risk management and compliance with legal requirements as well as current matters and policies affecting the insurance industry in general;
    4. devote full attention and time to their duties and responsibilities and be able to direct and supervise the Company effectively and responsibly; and
    5. at all times exercise professional skill, due care and diligence when performing his functions, exercising their powers or discharging his duties.
 
b. The key role of a CEO, amongst others, include:

  1. developing the strategic direction of the Company;
  2. ensuring that Board decisions are implemented and Board directions are responded to;
  3. providing directions in the implementation of short and long-term business plans;
  4. providing strong leadership; i.e. effectively communicating a vision, management philosophy and business strategy to the employees;
  5. keeping Board fully informed of all important aspects of the Company’s operations and ensuring sufficient information is distributed to Board members; and
  6. ensuring day-to-day business affairs of the Company are effectively managed.
The sound operation of the Company depends critically on its CEO. Thus, he must be able to devote his full attention and time to be able to discharge his duties and responsibilities effectively and diligently.

As the CEO is directly responsible for the day-to-day operations of the Company, he must be familiar with the operations of the Company, the state of internal controls, requirements of regulations, as well as current issues and policies affecting the industry in general. He must also have the necessary knowledge and professional competence in the conduct of the Company’s business.

In the absence of its CEO, the executive director who is fully acquainted with the Company’s affairs, is the person who will be directly responsible for the overall running of the Company.


3.3  
INDEPENDENT DIRECTOR

  • An independent director should declare to the Company annually that he complies with the criteria as stated below.
  1. He is independent of management and free from any business or other relationship, which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company and-
    1. is not an executive director of the Company or any related corporation of the Company;
    2. has not been within the last 2 years and is not an officer (except as a non-executive director) of the Company;
    3. is not a major shareholder of the Company;
    4. is not a family member of any executive director, officer or major shareholder of the Company;
    5. is not acting as a nominee or representative of any executive director or major shareholder of the Company;
    6. has not been engaged as an adviser by the Company under such circumstances as prescribed by the Exchange or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the Company under such circumstances as prescribed by the Exchange; or
    7. has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the applicant or the listed corporation) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange.
  2. An independent director should:
    1.  provide and enhance the necessary independence and objectivity to the board;
    2. ensure effective checks and balances on the board;
    3. to mitigate any possible conflict of interest between the policy-making process and the day-to-day management of the Company;
    4. constructively challenge and contribute to the development of business strategy and direction of the Company; and
    5. to ensure that adequate systems and controls to safeguard the interests of the Company are in place.
4.0 BOARD APPOINTMENT
   
  4.1   NOMINATION  

The Company should ensure that the directors and the CEO are of high calibre, sound judgment, high integrity and credibility as they are entrusted by the shareholders to manage and perform effectively.

All nominations of candidates for the positions of directors and CEO must be submitted to the Nomination Committee for consideration. The Nomination Committee shall base on the “Fit and Proper” standards as detailed hereunder before recommending the candidates to the Board for approval:

Age limit

  • In accordance with the Malaysian Companies Act 1965.

Work Experience

  • 5 years or more preferably in relevant industry.
  • Have been in senior management position.
  • Good track record of managing a successful and profitable organisation.

Qualifications

  • Degree, Professional qualification or equivalent or with the requisite years of relevant work experience

Personal Background

  • A person of good character and high integrity and credibility.
  • Not a bankrupt and has never been engaged in deceitful/oppressive/improper business practices.
  • Has not been engaged/associated or had conducted himself in a manner which may case doubt on his fitness, competence and soundness of judgment.
  • Has not contravened any provision made by or under any written law to be designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice.
  • Have not been convicted whether within or outside Malaysia of any offence.

Competencies

  • Business acumen
  • Product knowledge
  • Visionary
  • Strategic agility
  • Proven leadership ability
  • Financial knowledge
  • Market and global awareness
  • Compliance and legal awareness
  • IT awareness
  • Human Resource Management skills

Directorship

  • Shall not hold not more than 5 directorships in listed companies.

Directors should notify the Chairman of the Board before accepting any new directorship, including an indication of time that will be spent on the new appointment.

All nominations of candidates for the positions of directors and CEO must be submitted to the Nomination Committee for consideration.

  4.2   RE-ELECTION

All directors are subject to retirement by rotation.

  4.3 RETENTION/ RE-DESIGNATION OF AN INDEPENDENT DIRECTOR WITH CUMULATIVE TERM
      OF MORE THAN NINE (9) YEARS

The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. The Board, upon recommendation of the Nomination Committee, shall justify and seek shareholders’ approval in the event that it desires to retain a person who has served in that capacity for more than nine (9) years as an independent director.

Further, the long serving director is required to declare to the Company annually that he complies with the criteria as stated in item 3.3 above.

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