Governance & Sustainability

Board Charter

  1. Responsibilities of the Board
    The Board is responsible for the overall performance of the PPB Group. The Board will direct and have oversight of management in the business and operations of PPB Group, including the following :
    1. ensure that objectives are clearly established and that long-term strategies which take into consideration sustainability issues are in place to achieve them;
    2. oversee the allocation of Group resources and monitor the financial performance of the Group;
    3. establish policies to strengthen the performance of PPB Group including ensuring that management proactively seeks to build the Group’s businesses through innovation, initiatives, technology, new products and the development of its business capital;
    4. oversee the sustainability of the Group’s businesses, including environmental, social and governance matters pertinent and material to the Group, and where applicable, its stakeholders;
    5. ensure that PPB adheres to high standards of integrity, ethics, conduct and corporate behaviour;
    6. ensure that the necessary steps are implemented to safeguard PPB Group’s financial position and ability to meet its obligations when they fall due;
    7. ensure that PPB’s financial statements are true and fair and conform with prevailing legislation and financial reporting standards;
    8. ensure that PPB has appropriate internal controls, risk management and regulatory compliance policies in place; and
    9. promote effective stakeholder communication and engagement, and oversee the development of a corporate disclosure policy.
  2. Formal schedule of matters reserved for the Board’s decision
    1. Approval of overall Group objectives, strategies and policies.
    2. Policies on investment in capital projects, authority levels, treasury, risk management and integrity.
    3. Material acquisitions and disposals by PPB Group of assets, and/or major investments.
    4. Disposal of or dilution of PPB’s interests, direct or indirect, in any material/major subsidiaries or associates.
    5. Material consolidation, amalgamation or restructuring of any company within PPB Group.
    6. Significant changes in the nature or geographical area of the businesses of PPB Group.
    7. Adoption or revision of any material accounting, taxation and reporting policies and practices.
    8. Approval of financial statements, budgets and dividends.
    9. Granting of any loan or advance to a body corporate, entity or person other than in the normal course of business.
    10. Giving of any guarantee or indemnity other than in the normal course of business.
    11. Commencement or settlement of any material litigation, arbitration or other proceedings.
    12. Borrowings by any PPB group companies of amounts which would exceed 5% of the Group’s net tangible assets.
    13. Recommendation of any proposed change in auditors.
    14. Issue and allotment of any shares in the capital of the Company, reduction of capital, and variation of rights attaching to any class of shares in the capital of the Company.
    15. Proposed amendments to the Company’s Constitution.
    16. Opening of banking and securities accounts in the name of the Company, operating instructions and signatories, and changes thereof.
    17. Approval of material transactions between the Company and any related parties unless such transaction is in the normal course of business.
    18. Appointment of the Managing Director and Executive Director(s).
    19. Appointment of any Committee of the Board, delegation of authority to such Committee, and approval of the respective terms of reference.


  1. Responsibilities of the Chairman
    1. Provide Board leadership on policy formation and decision-making.
    2. Oversee and maintain regular dialogue with the Managing Director and/or respective Chief Executive Officers on strategic matters and consult the Board on any matter which may materially affect the financial position or business of the PPB Group.
    3. Ensure the integrity and effectiveness of the governance process of the Board.
    4. Ensure that management proposals are deliberated and examined by the Board, taking into consideration stakeholders’ interests.
    5. Conduct and facilitate meetings of the Board to ensure that appropriate discussions take place and that relevant opinions among Board members are forthcoming.
    6. Organise information necessary for the Board to deal with the agenda and ensure that Directors have full and timely access to information.
    7. Ensure that appropriate steps are taken to provide effective communication with stakeholders.
  2. Responsibilities of the Managing Director
    1. Responsible for overseeing the development and operations of the Group’s businesses.
    2. Co-ordinate and implement corporate strategies and objectives adopted by PPB Board.
    3. Develop strategic plans and objectives to enhance existing businesses, develop new products and business ventures and implement after approval by PPB Board.
    4. Responsible for the overall operations and business activities of the respective principal subsidiaries and business units.
    5. Pursue continued growth in the operational and financial performance of the principal subsidiaries and increase returns on investment.
    6. Ensure that appropriate risk management and regulatory compliance procedures are in place.
    7. Oversee the human capital development process, monitor management performance including appointments and compensation, and senior management succession planning.
    8. Keep PPB Board informed on the progress and performance of the various Group subsidiaries and businesses and generally, in the discharge of his duties and exercise of such powers and responsibilities, to observe and comply with all resolutions, regulations and directions from time to time, made or given by PPB Board.

‘PPB’, ‘Company’, ‘PPB Group’ and ‘Group’ means PPB Group Berhad and/or its subsidiaries as the context requires.


  • Investor Relations Contact

    12th Floor, UBN Tower, No.10 Jalan P Ramlee, 50250 Kuala Lumpur, Malaysia
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    603 - 2726 0088
    Fax (Corporate Affairs)
    603 - 2726 0198
    Fax (General Line)
    603 - 2726 0099