Corporate Governance BOARD OF DIRECTOR Corporate Social Responsibility

(Triple bottom line: Profit, Planet, and

People)

Defines as the process and structure used

to direct and manage the business

prosperity ( 繁 荣 ) and corporate

accountability with the ultimate

objective of realizing long-term

shareholder value, whilst taking into

account the interests of other

stakeholders.

Corporate governance involves:

o Board process and procedure

o A set of principle adopted by

organization in order to ensure a

clear corporate direction,

responsibility and accountability of

those managing the organization

o A relationship between

Management and its board

Shareholders

Stakeholders

A group of individuals that are elected to

act as, representatives of the shareholders

to establish corporate management related

policies and to make decisions on major

company issues. (1/3 of board members

should consist of independence non-

executives director)

1. Effective Board of Director

o Separation of duties between

the chairman and Chief

Executive Officer (CEO)

o Recruitment of board based

on expertise such as in

financial areas, management

and etc…

o Continuing education to

maintain expertise level

o Increase the independent non-

CSR id defined as the provision of

financial and non-financial

information, as stated in corporate

annual report or separate social

reports.

It involves a broad commitment by

companies to social welfare. It not

only involves the products that a

company manufacturers, but also

being a good corporate citizen n term

of employees that it hires and the

way it looks after them.

Aims to embrace ( 包 含 )

responsibility for corporate actions

and to encourage a positive impact of

their activities on environment,

consumers, and stakeholders.

The purpose of CSR is to show to

society about the social activities of

Board Principles and Responsibilities

1. Reviewing and adopt the strategic plan for

the company

o Take into account all appropriate

considerations in establishing

company strategic

2. Overseeing the conduct of the company’s

business

o Oversee the performance of

management to determine whether

the business is being properly

managed

3. Identifying the principles risk and ensure

the appropriate control is in place

o There are systems in place which

effectively monitor and manage

the risks

4. Reviewing the adequacy and the integrity

of internal control system of the

organization

o Ensure sound framework of

executive director to promote

arm length oversight

o Regular meeting with

sufficient time

o Interaction with shareholder

and management team

o Transparency disclosure to

show the board activities

2. Responsibilities of BOD

o Setting organization

direction/strategies and

monitor the key performance

indicator

o Protecting the interest of the

stakeholders

o Directing the organization to

enhance effective performance

o Identify the effectiveness of

the company internal control

o Overseeing the risk

identification, assessment and

management process

the corporation and its impact.

Example : donations to community

group and charitable, funding

scholarship, employees training and

conditions, health and safety, product

quality, consumer awards,

environmental policy.

Benefit/Important of practising CSR

1. Providing information about social

and environmental performance will

increase the trust a community has in

the organisation

2. Increase the awareness to emphasize

on the sustainability of the resources

without compromising the ability of

the future generation to meet their

own needs

3. Build a sense of community and

teamwork which brings everyone

together and leads to happier, more

productive employees, enhanced

employee relations and company

reporting on internal control

5. Promote effective leadership

o Discharging fiduciary duties

6. Succession planning such as appointing,

training fixing the compensation

o All candidates appointed to senior

management positions are of

sufficient calibre

o Ensure the reliability of the

financial performance

culture

4. Stronger relationships with

communities and legal regulators

5. Improve business reputation and

standing

6. Increase customer retention