Under the Listing Rules, the board of directors is collectively responsible for an issuer’s management, operations and decisions. The key functions of the board include the following:
- Leadership: The board leads, directs and supervises the issuer’s affairs to enable the long-term success of the issuer.
- Corporate culture: The board shapes and monitors the issuer’s culture in the form of clear objectives, values, ethics and integrity (see also the section on Corporate Culture)
- Setting objectives: The board identifies and defines the issuer’s long-term strategic objectives
- Operational objectives aim to facilitate effective and efficient operation for the purpose of achieving performance goals.
- Reporting objectives aim to safeguard the quality of the issuer’s internal and external reporting, including through the maintenance of proper records and processes that assist in generating timely, relevant and reliable information.
- Compliance objectives aim to assist the issuer in achieving regulatory compliance (and compliance with applicable local laws) and adhering to internal policies with respect to the operation of the issuer’s business.
- Risk management: The board defines the issuer’s risk tolerance and oversees the issuer’s risk identification and management with a view to achieving the issuer’s objectives
- Internal controls: The board ensures that the issuer has a system of appropriate and effective internal controls in place and monitors and reviews the effectiveness of the internal controls at least annually.
- Information management / disclosure: The board should agree on and oversee the flow of information to and from the board, and ensure that it has access to relevant and timely information that is of sufficient quality to enable effective decision-making. The board should also ensure appropriate and adequate reporting and disclosures for regulatory compliance and transparency to stakeholders.
- Resources / qualifications: The board evaluates its performance through regular board performance reviews and considers its existing qualifications and expertise against the issuer’s long-term objectives. The board also ensures adequacy of resources, qualifications and experience for management and staff.
- Shareholder / stakeholder engagement: The board provides transparent and timely disclosure to shareholders and maintains appropriate communication channels for shareholders / other key stakeholders to express their ideas, feedback and concerns.