Board Charter

As a global service provider, mainly in the oil and gas and public transportation industries, Scomi Group Bhd has to ensure that it manages the business and affairs of the Company in conformity with the laws and regulations of the jurisdictions in which it operates.

Based on the Corporate Governance Guide issued by Bursa Malaysia, the corporate governance framework of the Company was designed to achieve the following objectives;

	To enable the Board of Directors (“the Board”) to provide strategic guidance and effective oversight of management;
	To clarify the roles and responsibilities of members of the Board and management to facilitate Board’s and Management’s accountability to the Company and its shareholders; and.
	To ensure a balance of authority so that no single individual has unfettered powers.

The three main components of the Board Charter are;

	The Corporate Statement;
	The Directors’ Duties; and
	The Board Committees.

i) The Corporate Statement
Corporate Statement defines the objectives of the Company and the services offered to our customers. The Corporate Statement is a pledge of quality solutions to suit our customers’ expectations.

ii) The Directors’ Duties
The fiduciary duties imposed on the Directors are to protect the interests of the Company and at the same time to advance the interests of its stakeholders. This section sets out the clear demarcation of functions between the management and the Directors of the Company.

(iii) The Board Committees
The Board of the Company has established four Committees of the Board which operate within its own specific terms of reference. The Board Committees undertakes in-depth deliberation of the issues at hand before tabling its recommendations thereon to the Board. The four Board Committees are as follows;

	Audit and Risk Management Committee;
	Options Committee;
	Nomination and Remuneration Committee; and
	Board Executive Committee.