Board of Directors
The Board of Directors’ primary responsibility is to govern and set the strategic direction of the Company. The Board is responsible to oversee the activities of the Management in managing the Company in accordance to the strategic direction and delegation of the Board.
Board’s Composition
The Directors of the Board comprise of a Non-Executive Non-Independent Chairman, Non-Executive Non-Independent Directors and Independent Non-Executive Directors.
- Non-Executive Non-Independent Chairman
Non-Executive Chairman is appointed by the Board in consultation and agreement of Bank Negara Malaysia (the Shareholder). The Chairman is appointed from among the Board members. - Non-Executive Non-Independent Directors
The Non-Executive Directors comprise of one (1) representatives from Bank Negara Malaysia (BNM) and two (2) representatives from the 11 shareholder banks.
- Independent Non-Executive Director
The Independent Non-Executive Directors comprise of six (6) individuals. The independent directors bring with them objective judgments in the Board’s deliberation and decision-making process.
Responsibilities of the Board
To ensure the Board is able to perform its function effectively, the Board is assisted by five Board Committees, namely:
- Group Nomination and Remuneration Committee
- Group Audit Committee
- Group Risk Committee
- Group Rules Committee
- PayNet Group Management Committee
The overall principal responsibilities of the Board are as follows:
- Providing strategic plan in accordance to the Business Direction for the PayNet Group within which the Management is to operate;
- Establish and review policies governing the operations of PayNet and its subsidiary companies;
- Monitoring and evaluating PayNet and/or its subsidiary companies success in implementing the approved strategies, plans and budget;
- Monitoring human capital management which includes amongst others the performance monitoring of key personnel and succession planning;
- Understanding the principal risks of all aspects of the businesses in which the PayNet Group is engaged in, setting of risk appetites, and ensuring that systems are in place to effectively monitor and manage these risks with a view to the long-term viability and success of the PayNet Group;
- Monitoring and assessing developments which may affect strategic plans;
- Addressing conflicts of interest and ensuring disclosure of possible conflicts of interests; and
- Reviewing the adequacy and the integrity of the PayNet Group’s internal control systems and management information systems, for compliance with applicable laws, regulations, rules, directives and guidelines.
Authority of the Board
The Board of Directors has the full authority to make key decisions for the Company. The Board also has the power to delegate specific functions and authority to its Committees, individual Directors, and/or the Management of the Company in discharging its responsibilities.
Chairman of the Board
The Chairman is responsible in providing leadership and advice to the Board and the Company as well as creating an effective condition of the Board and the individual members of the Board. The Chairman also has the power to delegate powers to a group of Directors or individual Director of the Company in discharging his responsibility.
Appointment and re-appointment of the Board
Upon completion of the first term of their appointment, all Directors may submit themselves for re-election annually in accordance to the Articles of the Company.