(1)
The listed entity which has listed securities shall make disclosures and abide by its obligations under these regulations, in accordance with the following principles:
(2)
The listed entity which has listed its specified securities shall comply with the corporate governance provisions as specified in chapter IV which shall be implemented in a manner so as to achieve the objectives of the principles as mentioned below.
(1)
Members of board of directors and key managerial personnel shall disclose to the board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.
(2)
The board of directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.
(1)
Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and investments.
(2)
Monitoring the effectiveness of the listed entity's governance practices and making changes as needed.
(3)
Selecting, compensating, monitoring and, when necessary, replacing key managerial personnel and overseeing succession planning.
(4)
Aligning key managerial personnel and remuneration of board of directors with the longer term interests of the listed entity and its shareholders.
(5)
Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of directors.
(6)
Monitoring and managing potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions.
(7)
Ensuring the integrity of the listed entity's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
(8)
Overseeing the process of disclosure and communications.
(9)
Monitoring and reviewing board of director's evaluation framework.
(1)
The board of directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.
(2)
The board of directors shall set a corporate culture and the values by which executives throughout a group shall behave.
(3)
Members of the board of directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.
(4)
The board of directors shall encourage continuing directors training to ensure that the members of board of directors are kept up to date.
(5)
Where decisions of the board of directors may affect different shareholder groups differently, the board of directors shall treat all shareholders fairly.
(6)
The board of directors shall maintain high ethical standards and shall take into account the interests of stakeholders.
(7)
The board of directors shall exercise objective independent judgement on corporate affairs.
(8)
The board of directors shall consider assigning a sufficient number of non-executive members of the board of directors capable of exercising independent judgement to tasks where there is a potential for conflict of interest.
(9)
The board of directors shall ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognised or exposes the listed entity to excessive risk.
(10)
The board of directors shall have ability to `step back' to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entity's focus.
(11)
When committees of the board of directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the board of directors.
(12)
Members of the board of directors shall be able to commit themselves effectively to their responsibilities.
(13)
In order to fulfil their responsibilities, members of the board of directors shall have access to accurate, relevant and timely information.
(14)
The board of directors and senior management shall facilitate the independent directors to perform their role effectively as a member of the board of directors and also a member of a committee of board of directors.
(3)
In case of any ambiguity or incongruity between the principles and relevant regulations, the principles specified in this Chapter shall prevail.