The Board has applied Practice 1.4 of the MCCG whereby the Chairman of the Board should not be a member of the Board Committee. Hence, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, the Chairman of the Board is not a member of any Board Committee of the Company. The Board delegates the day-to-day management of the Company’s business operations to Management under the stewardship of Tan Sri Dato’ Tan Chee Sing, the Group Executive Vice Chairman and Mr Din Tan Yong Chia, the Group MD. Management meetings are held regularly or whenever the needs arise, to discuss and review the Group’s business operations and concerns, and to make the appropriate day-to-day business and Management’s decisions. In order to ensure that the direction and control of the Group are firmly in its hands, and having an oversight of Management, the matters reserved for the Board’s decisions are as follows: • to approve corporate plans and strategic issues of the Company; • to approve annual budgets of the Company; • to approve material acquisitions and disposals of undertakings and assets as well as major investments of the Group; • to approve new ventures of the Group; • to approve changes to the control structure of the Company including key policies, capital expenditures, authority levels, treasury policies and risk management policies; • to approve material borrowings of the Company; and • to review the financial statements of the Company and the Group on a consolidated basis. The strategic business plan for the Group is presented to the Board for deliberation and approved on an annual basis and the milestones achieved and progress of the strategic plan and financial targets are reported to the Board on a quarterly basis. An Internal Management Working Group (“IMWG”) has been set up to evaluate and conduct due diligence study/research, taking into consideration of the funding requirements, if any, for any proposed investment and to make recommendations to the Pricing and Investment Committee. The IMWG consists of Group Executive Vice Chairman, CEO, Deputy CEO, Group MD, Managing Director (Group Finance), Managing Director (Legal), Managing Director (Sales and Marketing) and Executive Director (Business Development). The Investment Committee (now merged as Pricing and Investment Committee) assists the Board to review any proposed acquisition or disposal of undertakings and assets as well as major investments of the Group including any new ventures of the Group that exceed the threshold of 1% of the Group’s shareholders’ fund based on the latest audited consolidated financial statements of the Group. The Pricing and Investment Committee also assists the Board to monitor and oversee the Group’s digital strategies and technology solutions and to receive and consider Information Management reports on digital strategies. In order to strengthen the Board’s oversight of Management (in addition to the above), the Board has the following agenda items at its quarterly meeting: • to review reports of the operations of the Group (Genting Highlands, Northern, Central and Southern regions) by Senior Management; • to review reports of the status of marketing and sales of the Group prepared by the Deputy CEO, Sales & Marketing (Non-Board member of Tropicana); IV. Governance Model and Framework EXTERNAL AUDITORS BOARD SHAREHOLDERS • G roup Executive Vice Chairman • CEO • Deputy CEO • Group MD • Group Executive Director Approves the appointment Accountable Accountable Report to Delegates Recommends the appointment Internal Audit Pricing and Investment Committee Nomination and Remuneration Committee Audit, Committee Risk Management and Sustainability Committee Governance Model 149 GOVERNANCE
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