In the
performance of his duties, a director should at all times observe the
following Codes:
A. Corporate Governance
i) Should have a clear understanding of the aims and objectives,
capabilities and capacity of the company;
ii) Should devote time and effort to attend meetings and to know what is
required of the board and each of its directors, and to discharge those
functions;
iii) Should ensure at all times that the company is properly managed and
effectively controlled;
iv) Should stay abreast of the affairs of the company and be kept informed
of the company's compliance with relevant legislations and contractual
requirements;
v) Should insist on being kept informed on all matters of importance to the
company in order to be effective in corporate management;
vi) Should limit his directorship of companies to a number in which he can
best devote his time and effectiveness; each director is an own judge of his
abilities and how best to manage his time effectively in the company in
which he holds directorship;
vii) Should have access to the advice and services of the company secretary,
who is responsible to the board to ensure proper procedures, rules and
regulations are complied with;
viii) Should at all times exercise his powers for the purposes they were
conferred, for the benefit and prosperity of the company;
ix) Should disclose immediately all contractual interests whether directly
or indirectly with the company;
x) Should neither divert to his own advantage any business opportunity that
the company is pursuing, nor may he use confidential information obtained by
reason of his office for his own advantage or that of others;
xi) Should at all times act with utmost good faith towards the company in
any transaction and to act honestly and responsibly in the exercise of his
powers in discharging his duties; and
xii) Should be willing to exercise independent judgment and, if necessary,
openly oppose if the vital interest of the company is at stake.
B. Relationship with Shareholders, Employees, Creditors and
Customers
i) Should be conscious of the interest of share holders, employees,
creditors and customers of the company;
ii) Should-at all times promote professionalism and raise competency of
management and employees; and
iii) Should ensure adequate safety measures and provide proper protection to
workers and employees at work places
C. Social Responsibilities and the Environment
i) Should ensure that necessary steps are taken in accordance with the law
to properly wind up or strike off the company register if the company has
not commenced business or has ceased to carry on business and is not likely
to commence business in future or again to carry on business as the case
maybe;
ii) Should adopt an objective and positive attitude and give the utmost
cooperation for the common good when dealing with governmental authorities
or regulatory bodies;
iii) Should ensure effective use of natural resources, and to improve
quality of life by promoting corporate social responsibilities;
iv) Should be more proactive to the needs of the community and to assist in
society related programme in line with the aspirations of the concept of
'Caring Society' in Vision 2020; and
v) Should ensure that the activities and the operations of the company do
not harm the interest and well-being of the society at large and to assist
in the fight against inflation.