The principal functions of the Board, in addition to carrying out its statutory responsibilities, inter alia, are as follows: • overseeing and approving the formulation of the Group’s overall long-term strategic objectives and directions, corporate strategy and objectives as well as business plans, taking into consideration sustainability issues; • overseeing and reviewing the management of the Group’s business affairs and financial controls, performance and resource allocation, including ensuring that the required financial and human resources are available for the Group to meet its objectives; • establishing a framework of prudent and effective controls to assess and manage risks and safeguard shareholders’ interests and the Group’s assets; • to review the Management’s performance; • to set the Group’s values and standards and ensure that obligations to shareholders and other stakeholders are understood and met; • to approve the release of the Group’s financial results, annual reports and announcements to shareholders; • to review and approve related party transactions to ensure compliance with relevant rules and terms stated in shareholders’ mandate; and • to assume responsibilities for corporate governance. All Directors recognise that they have to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. The Board is a representation of the shareholders in the Company and is accountable to them through effective governance of the business. Each Director is required to promptly disclose any actual, potential and perceived conflict of interest, in relation to a transaction or proposed transaction with the Group as soon as practicable after the relevant facts have come to his/her knowledge. On an annual basis, each Director is also required to submit details of his associates for the purpose of monitoring interested person transactions. Any Director facing a conflict of interest will recuse himself from the discussions and abstain from participating in any Board decisions and voting on resolutions regarding the matter. The Company has established a Code of Business Ethics that sets the principles of business ethics for the Group and covers areas such as business conduct, protection of Company’s assets, confidentiality of information and conflicts of interest. All staff of the Group are expected to uphold high standards of integrity that comply with the Company’s Code as well as laws and regulations of the countries in which they operate. MEGACHEM LIMITED ANNUAL REPORT 2025 53 CORPORATE GOVERNANCE REPORT
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