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Board Charter

Subject to the limitations set out in our Articles of Association, our Board of Directors ("Board") has adopted a charter ("Board Charter"), which sets out, amongst others the following roles and responsibilities of our Board to actively oversee the conduct and direct the management of our Group's business and affairs:

  1. to review and approve strategies, business plans and significant policies for AAX, its subsidiaries and associated company (“the Group”) and monitor management’s performance in implementing them;

  2. to set corporate values and clear lines of responsibility and accountability, including governance systems and processes that are communicated throughout the Group;

  3. to ensure full compliance and to carry out the duties of the Board in accordance with the relevant provisions of the MMLR, the CMSA, the CA and all applicable laws, regulations and guidelines including but not limited to the director’s duties contained in Part V, Division 2 of the CA;

  4. to oversee the conduct of the Group’s business and ensure that the management of AAX is competent and effective;

  5. to ensure that there shall be unrestricted access to independent advice or expert advice at AAX’s expense in furtherance of the Board’s duties (whether as a Board or a director in his/her individual capacity);

  6. to formalise the ethical standards through a code of conduct which will be applicable throughout the Group and ensure the compliance of this code of conduct;

  7. to ensure that the operations of AAX are conducted prudently, and within the framework of relevant laws and regulations;

  8. to establish, approve, review, and monitor AAX’s risk appetite and comprehensive risk management policies, processes and infrastructure, and receive regular reports therein;

  9. to approve delegated authority for expenditure, lending, and other risk exposures;

  10. to consider emerging issues which may be material to the business and affairs of AAX and ensure that AAX has a proper succession plan for its senior management;

  11. to keep under review and maintain AAX’s capital and liquidity positions as well as ensure that AAX’s strategies promote sustainability;

  12. to review and approve proposals for the allocation of capital and other resources within AAX;

  13. to review and approve AAX’s annual capital and revenue budgets (and any material changes thereto);

  14. to ensure that the Board has adequate procedures in place to receive reports periodically and/or on a timely basis from AAX’s management that would provide the Board with a reasonable basis to make proper judgement on an ongoing basis as to the financial position and business prospects of AAX;

  15. to approve AAX's annual reports and unaudited periodic financial statements as required by the applicable stock exchange, including but not limited to other published financial statements and material and significant statements issued to shareholders;

  16. to review the adequacy and integrity of AAX’s internal control system and management information systems, including systems for complying with applicable laws, regulations, rules, directives and guidelines;

  17. to set up an internal audit department staffed with qualified personnel to perform internal audit functions, covering financial and management audit as well as regulatory compliance, that reports directly to the Company’s audit committee (“Audit Committee”);

  18. to establish procedures to assess any related party transactions or conflict of interest situations that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;

  19. to establish and ensure the effective functioning and monitoring of the Audit, Remuneration and Nomination committees, and any other committees as deemed necessary by the Board, and to delegate appropriate authority and terms of reference to such committees established by the Board;

  20. to prepare an Audit Committee report at the end of each financial year that will be clearly set out in the annual report of AAX;

  21. to look at and to address their mind to major and/or material litigation situations against the Group as and when they arise;

  22. to ensure that AAX has a beneficial influence on the economic well-being of its community;

  23. to ensure that AAX has in place a policy and/or procedures to enable effective communication with, and appropriate disclosure to, its shareholders and other stakeholders; and that its shareholders have access to information about AAX;

  24. to receive and consider high level reports on matters material to AAX, in particular:

    1. relations with regulatory authorities;
    2. health and safety;
    3. insurance cover;
    4. disaster recovery;
    5. litigation and claims;
    6. premises; and
    7. public relations.

  25. to receive the minutes of and/or reports from the committees established by the Board;

  26. to review and agree to changes in the terms of reference of AAX’s Board and committees established by the Board;

  27. to strive to achieve an optimum balance and dynamic mix of competent and diverse skill sets amongst the Board members;

  28. to ensure adequate training of members of the Board;

  29. to undertake an assessment of the independence of its independent directors annually in accordance with the assessment criteria to be developed by the Nominating Committee.