The Board believes that its commitment to its fiduciary duties and responsibility is critical to its goal of driving long term shareholder value. The Board is responsible to the shareholders for the success of the British American Tobacco Malaysia and for its overall strategic direction, its values and governance. In discharging this responsibility, the Board is guided by the Standards of Business Conduct and the Business Principles.
The Standards set out high standards of honesty, responsibility, transparency and accountability and the Board ensures that compliance is monitored through a process where declarations are obtained from all Directors and management on their compliance and this includes disclosure of any conflict of interest situations.
The Board structure is consistent with the requirements mandated by the Listing Requirements and as prescribed by the principles and best practices of the Malaysian Code. The size and composition of the Board is well balanced in its current constituted state and the Board is committed to discharge its responsibilities effectively.
Duties of the Board
Amongst key legal and statutory responsibilities for which the Board is responsible are, reviewing and adopting strategic plans for the British American Tobacco Malaysia, identifying principal risks and ensuring implementation of appropriate systems to manage these risks, reviewing the adequacy and integrity internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board is responsible for declaring dividends and approving the financial statements and accounting policies of British American Tobacco Malaysia. Other duties of the Board are to consider succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management. Additionally, the Board is responsible for developing and implementing an investor relations programme or shareholder communications policy for British American Tobacco Malaysia.
The Board is also responsible for establishing Board committees such as the Audit Committee, Nomination Committee, Remuneration Committee, Corporate Social Responsibility Committee and Executive Compensation Committee and determines the duties and responsibilities for the respective committees of the Board. Each committee has its terms of reference approved by the Board which are updated periodically to reflect corporate governance best practices. The Board receives and reviews reports from the Board Committees and on matters reserved by the Board for approval, the Board reviews the recommendations made by the Board Committees and grants approvals, when required.
The Company’s Statement of Delegated Authorities supports good corporate governance, prudent control of risks and investment management and local management responsibility. In the Company’s Statement of Delegated Authorities, the Board has specifically reserved matters such as establishment of new businesses or factories, annual strategic plan, approval of major capital expenditure, acquisition and disposal of businesses or equity, borrowings and any corporate restructuring, for its decision.
The Board is made up of a mixture of Executive and Non-Executive Directors from diverse professional backgrounds with a wealth of experience, skills and expertise. The current structure of the Board and integrity of the individual Directors ensure that no single individual or group dominates the decision making process.
For more information, see our latest Annual Report.