Corporate Governance

Board Policy on Time Commitments

INTRODUCTION

 
The Board of Directors has approved the following policy applicable to all board members in respect of their time commitments and obligations as a Director.

OVERVIEW

 
The Board of Directors is responsible for managing the business and affairs of the MB World Group Berhad (“MBWG”) Group. In order to ensure the Board’s ability to have an effective oversight and carry out its responsibilities, all members of the Board must be committed and devoted to discharge his responsibilities. Every effort should be made by each Director to meet the following time commitment.

TIME COMMITMENTS


1. Attendance of at least 60% of all scheduled Board and Committee Meetings.

2. Attendance of at least one full day of a Continuing Education Program and such training programmes as may be prescribed by Bursa Malaysia Securities Berhad (“Bursa Malaysia”) from time to time.
 
3. Investment of time to:

  • prepare for meetings including reading and understanding the financial statements, Board and Committee papers, reports and analysis, reviewing agendas etc.

  • participate actively in all Board and Committee deliberations, to actively question, analyse and challenge Management’s views and promote high standards of governance.

  • support the Board, Committee and Management’s programs in relation to the MBWG’s business and operations where appropriate including site visits, management briefings and major Company events etc.

  • share their opinions and expertise in their respective field/area and utilise their network to promote and advance the MBWG’s vision and mission.

  • fulfill their statutory and fiduciary obligations.

4.  Where a Director becomes aware for some personal reasons that he is not able to devote time to attend meetings and other delegated functions, the Chairman or Senior Independent Non-Executive Director should be consulted to determine the best course of action which includes an approved leave of absence by the Board or resignation as a Director.

ACCEPTANCE OF DIRECTORSHIPS

 
1. Each Director is required to observe the restrictions provided under Paragraph 15.06 of Bursa Malaysia’s Main Market Listing Requirements which restricts Directors of listed issuers from holding more than 5 directorships in listed issuers.
 
2. As stated in MBWG’s Board Charter, it is the responsibility of each Director to notify and clear with the Board before accepting any other directorships in other listed issuers/subsidiaries of listed issuers.
 
3. Each Director should discuss the possibilities of accepting directorships in other listed issuers with the Chairman of the Board or the Senior Independent Director for guidance before notifying the Board to obtain clearance.
 
Considerations such as time commitments and conflicts of interest that may arise should be carefully considered and weighed.
 

REVIEW

 
1. This Policy was adopted on 23 February 2017.
 
2. This Policy was last reviewed on 26 February 2019.