The Directors of PETRA Energy Berhad (PEB) regard Corporate Governance as vitally important to the success of PEB’s business and are unreservedly committed to applying the principles necessary to ensure that the following principles of good governance are practised in all of its business dealings in respect of its shareholders and relevant stakeholders:
- The Board is the focal point of the Company’s Corporate Governance system. It is ultimately accountable and responsible for the performance and affairs of the Company.
- All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
- All Board members are responsible to the Company for achieving a high level of good governance.
- This Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities.
Objective
The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect, and on behalf of, the Company.
In pursuit of the ideals in this Board Charter, the intention is to exceed minimum legal requirements with due consideration to recognised standards of best practices locally and internationally.
The Board
Duties of the Board include establishing the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the Management and monitoring the performance of the Management.
The Board assumes the following specific duties:
Establishing and reviewing the strategic direction of the Company.
Overseeing and evaluating the conduct of the Company’s businesses.
Identifying principal risks and ensure that the risks are properly managed.
Establishing a succession plan.
Developing and implementing an investors relations programme or shareholder communication policy.
Reviewing the adequacy of the internal control policy.Board Committees
The Board appoints the following Board Committee with specific terms of reference:
Audit Committee
Nomination & Remuneration
Committee
Board Sustainability Committee
Independent and Non-Executive Directors play a leading role in these Committees. The Management and third parties are co-opted to the Committees as and when required. Details of the membership and a summary of the terms of reference of each Committee appointed by the Board are published in the Annual Report.
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