ROLE OF THE BOARD OF DIRECTORS
CODES OF CONDUCT FOR OR THE ROLES AND RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD, OTHER BOARD MEMBERS AND THE MANAGING DIRECTOR OF OLYMPIC INDUSTRIES LIMITED
1. CHAIRMAN OF THE BOARD
In view of expiry of Mr. Mohammad Bhai, the position of Chairman in Olympic Industries Limited is vacant since January 9, 2018. The post of Chairman of the Board shall be elected from among the non-executive directors of the company under Condition No.1(4)(c). Also, the Chairman of the Board and the Managing Director of the company shall be different individuals under Condition No.1(4)(a). The Nomination and Remuneration Committee (NRC) of Olympic Industries Limited hereby recommends the following Codes of Conduct or the Roles and Responsibilities for the Chairman of the Board:
The Chairman leads the Board to ensure that the Board functions effectively and smoothly to promote high standards of uprightness, integrity and corporate governance. He does not participate or interfere with the day-to-day operations or administrative functions of the company. The role of Chairman is to formulate broad policy guidelines for the company, to oversee that the functions are performed properly and within the set policy guidelines. He extends his support to the Managing Director, whenever required, to implement the guidelines.
- The responsibilities of Chairman include, among others, the following: - Attend and preside over the meetings of the Board of Directors.
- Ensure that the members of the Board actively participate in the discussions and voice their opinions to make effective decisions.
- Ensure that the meeting agenda are properly discussed and decisions are harmoniously taken by the Board, as well as help assuage discord and resolve disagreements when necessary.
- Ensure that the Board of Directors perform well, achieves the objectives of the company and discharges its responsibilities to the various stakeholders.
- Support and guide the Managing Director in discharging his responsibilities properly and smoothly.
- Ensure that Board Committees are properly formed and that they discharge their functions adequately.
2. MANAGING DIRECTOR OF THE COMPANY
At Olympic Industries Limited, there is no post of Chief Executive Officer (CEO), as the Managing Director performs the functions of the CEO. The Managing Director of Olympic Industries Limited does not and shall not hold the same position in another listed company as provided in Condition No.1(4)(e). The Nomination and Remuneration Committee (NRC) of Olympic Industries Limited hereby recommends the following Codes of Conduct or the Roles and Responsibilities for the Managing Director of the company:
The Managing Director is in charge of implementing policies and decisions of the Board of Directors, as well as looking after the overall management of the company. He acts as liaison between the Board of Directors and the management. He is in charge of motivating employees and workers, as well as improving the performance of the company so that employees can enjoy their work and help achieve the company’s objectives. He speaks to various stakeholders, regulators, government agencies, employees and to shareholders on behalf of the company. The Managing Director is the visionary, guide and key decision-maker of the company.
The Managing Director has the following responsibilities:
- Set goals for the company, formulate policies and guidelines, lead and empower the company’s key management to achieve these goals.
- Present to the Board various plans, projects and strategies, as well as arrange funding for the implementation of various plans.
- Ensure that proper recruitment takes place through effective human resource planning.
- Maintain a convivial working environment, discipline and team spirit in the organization.
- Maintain effective dialogue between the company and its stakeholders.
- Effectively control costs, reduce wastage and improve efficiency at all levels in order to fulfill the objectives of the company.
- Promote and maintain management succession and development plans.
- Identify various risks for the company and develop strategies to overcome those risks.
- Ensure that performance is consistent and is recognized.
- Ensure that the obligations of the company to its various stakeholders and to the society at large are fulfilled.
3. OTHER BOARD MEMBERS
The following Codes of Conduct or the Roles and Responsibilities of other members of the Board of Directors of Olympic Industries Limited, in addition to its Chairman and Managing Director, are hereby recommended by the NRC of the company:
- Establish and continually review company’s vision, mission and values.
- Review present and future opportunities, threats and risks as well as strengths and weaknesses relating to the company.
- Determine business strategies and plans for the company.
- Participate in an informed manner in the board’s activities and effectively delegate responsibilities to management, ensuring internal controls are effective.
- Attend meetings of the Board of Directors and Annual General Meeting of the company.
- Devote sufficient time and attention to the activities of the Board of Directors.
- Discharge their duties professionally, with due diligence and efficiency and to the best of their abilities.
- Act in the best interest of the company, in order to promote the objectives of the company for the benefit of its stakeholders.
- Avoid any situations which may give rise to a conflict of interest.
- Respect the obligation of confidentiality in respect of information received.
- [Condition No.1(7) of Corporate Governance Code dated June 3, 2018]
Composition of the Board
Olympic’s Board of Directors is comprised of six Directors, two of which are Independent Directors. The Chairman of the Board of Directors is a member of the Board of Directors and is elected from amongst the directors. Olympic’s Managing Director performs the functions of a Chief Executive Officer (CEO).