41 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports e) the Management and providing strategic guidance while ensuring that encouraging positive thinking does not result in over-optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk 2.1.3 Noting: a) general notices of interest of the Directors b) minutes of the meetings of the Board and its Committees and also the resolution(s) passed by circulation 2.1.4 Recommending: a) appointment of the Statutory Auditors b) final dividend 2.1.5 Reviewing: a) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans b) default in payment of statutory dues c) fatal or serious accidents, dangerous occurrences and material environmental matters d) foreign exchange exposure and exchange rate movement e) the integrity of the accounting and financial reporting systems 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 2.1.6 Setting: a) a well-defined mandate, composition and working procedures of the Committees b) corporate culture and the Values 2.1.7 Others: a) Acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the shareholders. b) Aligning remuneration of the key executives and the Board Members with the long-term interests of the Company and the shareholders. c) Applying high ethical standards. d) Assigning a sufficient number of Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest. e) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus of the Company. f) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept updated. g) Exercising objective and independent judgement on corporate affairs.
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