Board Charter

Subject to the limitations set out in our Articles of Association, our Board of Directors ("Board") has adopted a charter ("Board Charter"), which sets out, amongst others the following roles and responsibilities of our Board to actively oversee the conduct and direct the management of our Group's business and affairs:

  1. to review and approve strategies, business plans and key policies for AAX and monitor management’s performance in implementing them to determine whether the business is being properly managed;

  2. to set corporate values and clear lines of responsibility and accountability, including governance systems and processes that are communicated throughout AAX;

  3. to ensure full compliance and to carry out the duties of the Board in accordance with the relevant provisions of the MMLR, the CMSA, the CA, the MCCG and all applicable laws, regulations and guidelines including but not limited to the director’s duties contained in Subdivision 3 of Division 2 under Part III, of the CA;

  4. to oversee the conduct of AAX’s business and ensure that the management of AAX is competent and effective;

  5. to ensure that there shall be unrestricted access to independent advice or expert advice at AAX’s expense in furtherance of the Board’s duties (whether as a Board or a director in his/her individual capacity);

  6. to formalise the ethical standards through a code of conduct which will be applicable throughout AAX and ensure the compliance of this code of conduct;

  7. to ensure that the operations of AAX are conducted prudently, and within the framework of relevant laws and regulations;

  8. to establish, approve, review, and monitor AAX’s risk appetite and comprehensive risk management policies, processes and infrastructure, and receive regular reports therein;

  9. to approve delegated authority for expenditure, lending, and other risk exposures;

  10. to consider emerging issues which may be material to the business and affairs of AAX and ensure that AAX has a proper succession plan for its senior management and executive directors. Succession planning including the selection, training, appointment, monitoring evaluation and, if necessary, the replacement of the senior management to ensure management succession;

  11. to keep under review and maintain AAX’s capital and liquidity positions as well as ensure that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;

  12. to review and approve proposals for the allocation of capital and other resources within AAX;

  13. to review and approve AAX’s annual capital and revenue budgets (and any material changes thereto);

  14. to ensure that the Board has adequate procedures in place to receive reports periodically and/or on a timely basis from AAX’s management that would provide the Board with a reasonable basis to make proper judgement on an ongoing basis as to the financial position and business prospects of AAX;

  15. to approve AAX's annual reports and unaudited periodic financial statements as required by the applicable stock exchange, including but not limited to other published financial statements and material and significant statements issued to shareholders;

  16. to review the adequacy and integrity of AAX’s internal control system and management information systems, including systems for complying with applicable laws, regulations, rules, directives and guidelines;

  17. to establish an internal audit function in order to obtain assurance of regular review and/or appraisal of the effectiveness of the system of internal controls within the Company. The Board should explain in summary the means that exist for obtaining such assurance of regular review and/or appraisal;

  18. to establish procedures to assess any related party transactions or conflict of interest situations that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;

  19. to establish and ensure the effective functioning and monitoring of the Audit, Nomination and Remuneration, Risk Management Committees and Safety Review Board (“SRB”), and any other committees as deemed necessary by the Board, and to delegate appropriate authority and terms of reference to such committees established by the Board;

  20. to review an Audit Committee report at the end of each financial year that will be clearly set out in the annual report of AAX;

  21. to look at and to address their mind to major and/or material litigation situations against the Group as and when they arise;

  22. to ensure that AAX has a beneficial influence on the economic well-being of its community;

  23. to ensure that AAX has in place policies and/or procedures to enable effective communication with, and appropriate disclosure to, its shareholders and other stakeholders; and that its shareholders have access to information about AAX;

  24. to receive and consider high level reports on matters material to AAX, in particular:

    1. relations with regulatory authorities;
    2. health and safety;
    3. insurance cover;
    4. disaster recovery;
    5. litigation and claims;
    6. premises; and
    7. public relations.

  25. to receive the minutes of and/or reports from the committees established by the Board;

  26. to review and agree to changes in the terms of reference of AAX’s Board and committees established by the Board;

  27. to strive to achieve an optimum balance and dynamic mix of competent and diverse skill sets amongst the Board members;

  28. to ensure adequate training of members of the Board;

  29. to undertake an assessment of the independence of its independent directors annually in accordance with the assessment criteria to be developed by the NRC;

  30. to conduct a Board evaluation through the NRC comprising of Board Assessment and an Individual Director Assessment. The assessment of the Board is based on specific criteria, covering areas such as the Board composition and structure, principal responsibilities of the Board, the Board process, the CEO’s performance, succession planning and Board governance. For Individual Director (Self & Peer) Assessment, the assessment criteria include contribution to interaction, role and duties, knowledge and integrity and assessment of independence. The Board may engage independent experts periodically to facilitate objective and candid board evaluations

  31. to undertake a proper process for Directors’ selection through NRC; and

  32. to establish formal and transparent remuneration policies and procedures to attract and retain directors through the NRC.