ROLE AND RESPONSIBILITY

a) ROLE OF BOARD

1. Oversee the conduct of the Group`s business and determine the Group`s overall long term direction and business objective;
2. Review the Group`s strategic direction, annual operating plan and overall business affairs;
3. Oversee and monitoring the Group`s on-going performance;
4. Adopt performance measures to monitor the Company`s performance and build sustainable value for shareholders in accordance with any duties and obligations imposed;
5. Ensure high standards of ethics and corporate behaviour in the conduct of business;
6. Review the adequacy and the integrity of the internal control system and ensure that the Company`s maintains a sound system of internal controls and risk management policies to safeguard the Group`s assets;
7. Establish and implement appropriate policies and procedures that govern management conduct, monitoring of performance and succession planning;
8. Review, evaluate and approve any material acquisitions and disposals of undertakings and assets in the Group; and
9. Establish and oversee succession planning for key positions

b) ROLE OF CHAIRMAN

1. Ensure the smooth functioning of the Board;
2. Facilitate all meetings of the Board to ensure appropriate level of interaction takes place and that relevant opinion among Directors is forthcoming;
3. Ensure a balance composition of skills, knowledge and experience within the Board and inculcate positive culture in the Board;
4. Ensure the integrity and effectiveness of the governance process of the Board; and
5. represent the Board to shareholders

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