The document summarizes the principles and guidelines for board responsibilities and effectiveness according to the Malaysian Code of Corporate Governance 2017. It outlines that the board is collectively responsible for the company's long-term success and sustainable value delivery. The board governs strategic direction, provides oversight of management, and champions good governance and ethics. It also describes the key responsibilities of boards, chairmen, and company secretaries to ensure proper governance.

1. Malaysian Code of Corporate
Governance 2017 (MCCG 2017) -
Principle A:
Board Leadership and Effectiveness
Board Responsibilities
Dayana Mastura Baharudin

2. Board Responsibilities
• The board is collectively responsible for the long-term success of a
company and the delivery of sustainable value to its stakeholders.
• In discharging its fiduciary duties and leadership functions, it is
imperative for the board to govern and set the strategic direction of
the company while exercising oversight on management.
• The board plays a critical role in setting the appropriate tone at the
top, providing thought leadership and championing good governance
and ethical practices throughout the company.
• While the general roles and responsibilities of boards are well
founded, the expectations on directors have evolved significantly
owing to changes in the corporate landscape.
• Directors are now expected to exercise greater vigilance and
professional scepticism in understanding and shaping the strategic
direction of the company.

3. • 1.0 Every company is headed by a
board, which assumes responsibility for
the company’s leadership and is
collectively responsible for meeting the
objectives and goals of the company.
Intended Outcome

4. • 1.1 The board should set the company’s strategic
aims, ensure that the necessary resources are in
place for the company to meet its objectives and
review management performance. The board
should set the company’s values and standards,
and ensure that its obligations to its shareholders
and other stakeholders are understood and met.
• 1.2 A Chairman of the board who is responsible
for instilling good corporate governance practices,
leadership and effectiveness of the board is
appointed.
• 1.3 The positions of Chairman and CEO are held
by different individuals.
Practice

5. Practice
• 1.4 The board is supported by a
suitably qualified and competent
Company Secretary to provide
sound governance advice, ensure
adherence to rules and
procedures, and advocate
adoption of corporate governance
best practices.
• 1.5 Directors receive meeting
materials, which are complete
and accurate within a reasonable
period prior to the meeting. Upon
conclusion of the meeting, the
minutes are circulated in a timely
manner.

6. • 1.1 All directors should objectively discharge their duties
and responsibilities at all times as fiduciaries in the
interests of the company. Every director is required to
keep abreast of his responsibilities as a director and of
the conduct, business activities and development of the
company.
• To enable the board to discharge its responsibilities in
meeting the goals and objectives of the company, the
board should, among others–
• together with senior management, promote good
corporate governance culture within the company which
reinforces ethical, prudent and professional behaviour;
• review, challenge and decide on management’s proposals
for the company, and monitor its implementation by
management;
Guidance 1.1: Board of
Directors

7. • ensure that the strategic plan of the company supports long-
term value creation and includes strategies on economic,
environmental and social considerations underpinning
sustainability;
• supervise and assess management performance to determine
whether the business is being properly managed;
• ensure there is a sound framework for internal controls and
risk management;
• understand the principal risks of the company’s business and
recognise that business decisions involve the taking of
appropriate risks;
• set the risk appetite within which the board expects
management to operate and ensure that there is an
appropriate risk management framework to identify, analyse,
evaluate, manage and monitor significant financial and non-
financial risks;
Guidance 1.1: Board of
Directors

8. Guidance 1.1:
Board of Directors
• ensure that senior management
has the necessary skills and
experience, and there are
measures in place to provide for
the orderly succession of board
and senior management;
• ensure that the company has in
place procedures to enable
effective communication with
stakeholders; and
• ensure the integrity of the
company’s financial and non-
financial reporting.

9. • providing leadership for the board so that the board can
perform its responsibilities effectively;
• setting the board agenda and ensuring that board
members receive complete and accurate information in a
timely manner;
• leading board meetings and discussions;
• encouraging active participation and allowing dissenting
views to be freely expressed;
• managing the interface between board and management;
• ensuring appropriate steps are taken to provide effective
communication with stakeholders and that their views
are communicated to the board as a whole; and
• leading the board in establishing and monitoring good
corporate governance practices in the company.
Guidance 1.2: Key Responsibilities
of the Chairman

10. Guidance 1.3: Separation of the
Role of Chairman and CEO
• 1.3 Separation of the positions of the Chairman and
CEO promotes accountability and facilitates division
of responsibilities between them.
• In this regard, no one individual can influence
board’s discussions and decision-making.
• The responsibilities of the Chairman should include
leading the board in its collective oversight of
management, while the CEO focuses on the business
and day-to-day management of the company. This
division should be clearly defined in the board
charter.

11. Guidance 1.4: Company
Secretary
• 1.4 The responsibility of the modern day Company Secretary
has evolved from merely advising on administrative matters
to now advising boards on governance matters. The Company
Secretary through the Chairman plays an important role in
good governance by helping the board and its committees
function effectively and in accordance with their terms of
reference and best practices.
• The roles and responsibilities of a Company Secretary
include, but are not limited to the following:
• Manage all board and committee meeting logistics,
attend and record minutes of all board and committee
meetings and facilitate board communications;
• Advise the board on its roles and responsibilities;

12. Guidance 1.4: Company
Secretary
• Facilitate the orientation of new directors and assist in
director training and development;
• Advise the board on corporate disclosures and compliance
with company and securities regulations and listing
requirements;
• Manage processes pertaining to the annual shareholder
meeting;
• Monitor corporate governance developments and assist the
board in applying governance practices to meet the board’s
needs and stakeholders’ expectations; and
• Serve as a focal point for stakeholders’ communication and
engagement on corporate governance issues.

13. Guidance 1.4:
Company Secretary
• A suitably qualified Company
Secretary possesses the
knowledge and experience to
carry out his functions. These may
include knowledge in company
and securities law, finance,
governance, company
secretaryship and other areas of
compliance such as the listing
requirements. The Company
Secretary should undertake
continuous professional
development.

14. Guidance 1.5
• 1.5 To facilitate robust board
discussions, the Chairman together
with the Company Secretary should
ensure that directors are provided
with sufficient information and time
to prepare for board meetings. The
meeting materials should be
circulated at least five business days
in advance of the board meeting.
• All board members should ensure
that the minutes of meetings
accurately reflect the deliberations
and decisions of the board, including
whether any director abstained from
voting or deliberating on a particular
matter.

15. Intended Outcome
• 2.0 There is demarcation of responsibilities
between the board, board committees and
management.
• There is clarity in the authority of the board,
its committees and individual directors.

16. Practice
• 2.1 The board has a board charter
which is periodically reviewed and
published on the company’s
website. The board charter clearly
identifies–
• the respective roles and
responsibilities of the board, board
committees, individual directors
and management; and
• issues and decisions reserved for
the board.

17. Guidance 2.1
• 2.1 In establishing a board
charter, it is important for the
board to set out the key values,
principles and ethos of the
company, as policies and strategy
development are based on these
considerations. The board charter
should set out among others the
governance structure, authority
and terms of reference of the
board, its committees and
management.

18. Guidance 2.1
• While the board may appropriately delegate
its authority to board committees or
management, it should not abdicate its
responsibility and should at all times exercise
collective oversight of the board committees
and management. The board should not
delegate matters to a committee or
management to an extent that would
significantly hinder or reduce the board’s
ability to discharge its functions. Where the
board delegates any of its responsibilities, it
is encouraged to disclose the delegation of
authority. Regular review of the division of
responsibilities should be conducted to ensure
that the company is able to adapt to changing
business circumstances.

19. Guidance 2.1
• For individual directors, the board charter
should outline what is expected from them in
terms of their commitment, roles and
responsibilities as board members. The
charter also assists the board in the
assessment of its own performance and that
of its individual directors. Where the board
appoints a Senior Independent Director (SID),
the role of the SID should also be explained in
the board charter. This may include the SID
acting as–
• a sounding board for the Chairman;
• an intermediary for other directors when
necessary; and
• the point of contact for shareholders and
other stakeholders.

20. Intended Outcome
• 3.0 The board is committed to
promoting good business conduct
and maintaining a healthy
corporate culture that engenders
integrity, transparency and fairness.
• The board, management,
employees and other stakeholders
are clear on what is considered
acceptable behaviour and practice
in the company.

21. • 3.1 The board establishes a Code of Conduct
and Ethics for the company, and together with
management implements its policies and
procedures, which include managing conflicts
of interest, preventing the abuse of power,
corruption, insider trading and money
laundering.
• The Code of Conduct and Ethics is published on
the company’s website.
• 3.2 The board establishes, reviews and
together with management implements
• policies and procedures on whistleblowing.
Practice 3.1 and 3.2