NPFL Ltd. Governance Responsibilities and Accountabilities

Key Governance Responsibilities

The Board shall ensure that the key governance positions within National Property Fund Ltd (‘NPFL’ or the ‘Company’ or the ‘organisation’) are matched with the corresponding responsibilities.

Key Governance Positions

(i) Chairperson of the Board

The Chairperson of the Board is primarily responsible for the activities of the Board and its Committees. He is responsible for the running of the Board and ensuring its effectiveness in all aspects of its role, including regularity and frequency of meetings. He acts as the spokesman for the Board and is the principal contact for the Chief Executive Officer. The Chairperson of the Board meet regularly. The Chairperson discusses and sets the agenda with the Chief Executive Officer and the Company Secretary, and facilitates the effective contribution of directors and encourages active participation during Board meetings. The Chairperson of the Board ensure effective implementation of Board decisions. He ensures that directors have sufficient time to consider critical issues and obtain answers to any questions or concerns they may have and are not faced with unrealistic deadlines for decision making. The Chairperson of the Board maintains sufficient contact with major Shareholders to understand their issues and concerns. He also ensures that the views of Shareholders are communicated to the Board as a whole so that all directors develop an understanding of their views. The Chairperson of the Board presides over the meetings of shareholders.

(ii) Chairperson of the Audit and Risk Committee

The Chairperson of the Audit and Risk Committee works in close collaboration with and provides support and advice to the Chairperson of the Board. He/She has the following responsibilities, amongst others:-
(a) To ensure the financial statements comply with the appropriate accounting standards;
(b) To provide risk expertise to the Audit and Risk Committee;
(c) To guide and advise the Board on an appropriate risk management framework; and
(d) To report the deliberations of the Audit and Risk Committee to the Board.

(iii) Chairperson of the Corporate Governance Committee

The Chairperson of the Corporate Governance Committee works in close collaboration with, and provides support and advice to the Chairperson of the Board. He/She has the following responsibilities, amongst others:-
(a) To provide expertise in the areas of corporate governance;
(b) To ensure the Board is up to the standard with the national good governance standards; and
(c) To report the deliberations of the Corporate Governance Committee to the Board.

(iv) Company Secretary

The Company Secretary is appointed by the Board in accordance with the Companies Act 2001. The Company Secretary provides general assistance to the Board, in accordance with the Companies Act 2001. The main responsibilities of the Company Secretary include amongst others, the following:-
(a) In consultation with the respective Chairperson, prepare and circulate agendas of Board, Board Committees and Shareholders’ meetings and any supporting papers;
(b) Take minutes of meetings and circulate same to members;
(c) Ensure that the procedure for the appointment of directors is properly carried out; and
(d) Ensure that the organisation complies with all relevant statutory and regulatory requirements and any procedures set by the Board.

Other Key Governance Positions
Chief Executive Officer (‘CEO’)
The CEO has the authority and responsibility to manage the overall day to day activities of the organisation. He/She acts as the main point of contact between the Board and the Management.
IN fulfilling his/her responsibilities, the CEO shall inter alia:
(a) Develop and recommend to the Board a long-term vision and strategy for the organisation as well as the annual business plans and budgets that support the organisation’s strategy;
(b) Execute and implement the strategy of the Board;
(c) Monitor the organisation’s performance and keep the Board appropriately informed; and
(d) Foster a corporate culture that promotes ethical practices, rejects corrupt practices, offers equal opportunities, encourages individual integrity and meets social responsibility objectives and imperatives.

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