The Manager had adopted the terms of reference of Chairman and CEO which sets out clearly their respective duties. The Chairman leads the Board and ensures the effectiveness on all aspects of its role. His responsibilities include, inter alia: 1. constructively determining and approving, with the full Board, the Manager’s strategy; 2. ensuring that the Board is properly organized, functioning effectively and meeting its obligations and responsibilities; 3. setting the agenda and ensuring adequate time is available for discussion of all agenda items, in particular, strategic issues; 4. ensuring that Directors receive complete, adequate and timely information; 5. fostering effective communication and constructive relations amongst the Directors, within Board Committees, between Unitholders, between the Directors and Management; 6. encouraging the constructive exchange of views within the Board and between Board members and Management; 7. facilitating the effective contributions of NEDs and IDs; 8. promoting a culture of openness and debate at the Board level and promoting high standards of corporate governance; and 9. establishing a relationship of trust with the CEO. The CEO leads the Management and ensures the development and execution of the Manager’s long-term strategy and plans: 1. day-to-day running of the Manager’s and ECW Group’s business in accordance with the business plans and within approved budgets; 2. meeting or communicating with the Chairman on a regular basis to review key developments, issues, opportunities and concerns; 3. developing and proposing the Manager’s strategies and policies for the Board’s consideration; 4. implementing the strategies and policies approved; 5. maintaining regular dialogue with the Chairman on important and strategic issues facing the Manager and ECW Group; 6. providing timely reports to the Board which contain relevant, accurate, timely and clear information necessary for the Board to fulfil its duties; 7. ensuring the Board is alerted to forthcoming complex, contentious or sensitive issues affecting the Manager and ECW Group of which they might otherwise not be aware; and 8. overseeing the affairs of the Manager and ECW Group in accordance with the practices and procedures adopted by the Board and promoting the highest standards of integrity, probity and corporate governance within the Manager and ECW Group. Appointment of Lead Independent Director (Provision 3.3) Mr Chan Heng Wing was appointed as the Lead ID who will avail himself to Unitholders if they have concerns and for which contact through normal channels of Chairman, the CEO or the Chief Financial officer (“CFO”), has failed to resolve or is inappropriate. ANNUAL REPORT 2024 47 CORPORATE GOVERNANCE
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