OUR GOV ERNANCE www.malaysiaairports.com.my 187 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE BOARD LEADERSHIP AND EFFECTIVENESS A Delegation to Management The responsibility of managing the Company is delegated to Senior Management through the MD. In this regard, the Board sets the Company’s policies and strategic directions, and ensures its decisions are executed accordingly by Senior Management. The implementation of policies and strategic directions, and execution of Board decisions are controlled via written procedures [i.e., Limits of Authority (LOA) and Procurement Policies & Procedures (Procurement Manual)] which outline the appropriate approving authority and types of decisions required. Roles of Chairman, Managing Director and Senior Independent Director To ensure an effective discharge of responsibilities, there is a clear division of responsibilities between the running of the Board and the executives responsible for the running of the day-to-day business operations of the Group. This division of responsibilities helps ensure objectivity between the functions of the Board and Senior Management. Consistent with Practice 1.3 of MCCG 2021, the positions of Chairman, MD and Senior Independent Director of the Company are held by different individuals. The distinct and separate roles of the Chairman who heads the Board, Senior Independent Director who is a point of contact for shareholders and other stakeholders, and MD who leads the Management also ensures a balance of power and authority, which in turn ensures high level of corporate governance and that no one individual has unfettered decision-making power. The respective roles of the Chairman, Senior Independent Director, MD, and their division of responsibilities are tabulated below: - TAN SRI DATUK ZAINUN ALI Chairman ROLES AND RESPONSIBILITIES OF CHAIRMAN • Lead the Board in setting values and governance standards of the Company. • Maintain a relationship of trust with and between Board members. • Ensure the provision of accurate, timely and clear information to the Board. • Ensure effective communication with shareholders and other stakeholders. • Act as facilitator for meetings to ensure: - - adequate notice of meetings. - adequacy of information for Board meetings. - no member dominates the discussion. - full discussion takes place. - variety of opinion among Board members is drawn out. - outcome of discussions results in logical and coherent policy to guide the MD and against which the performance of the Company can be monitored; and - consensus is obtained in Board meetings and when necessary, to call for vote. • Arrange annual evaluation of the performance of the Board and Board Committees. • Facilitate effective contribution from Board members and ensure constructive relations are maintained between Board members. • Create the conditions required for the effectiveness of the Board and individual Directors, both inside and outside the boardroom including the appropriate balance of power, level of accountability and independent decision making. • Lead discussions among Board members. • Build a cohesive leadership team consisting of the Board and Senior Management. • Delegate responsibilities to other Directors, Board Committees and Management.
RkJQdWJsaXNoZXIy NTkwNzg=