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 two (2) 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 five (5) 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 four Board Committees, namely:

  • Nomination and Remuneration Committee of the Board
  • Audit and Risk Committee of the Board
  • Rules Committee of the Board
  • PayNet Group Management Committee

Without limiting the Board’s general governance, the Board has the following responsibilities:

  • Formulate, review and establish the strategic plan for the Company in consultation with the Group Chief Executive Officer.
  • Review and establish policies governing the internal operations of the Company in consultation with the Group Chief Executive Officer.
  • Oversee the conduct of the Company’s business and evaluate its performance, namely` the Company’s Corporate Scorecard.
  • Oversee human resource management which includes performance monitoring of key personnel, succession planning and training programs.
  • Review and assess, in particular, the adequacy of strategic risks management through the Audit & Risk Committee as outlined in the Audit & Risk Committee’s Terms of Reference.

  • To review and approve the following:
    • Financial Statements of the Company.
    • Investment policies and guidelines for the Company’s surplus funds and asset allocation policy.
    • Capital expenditure, purchase of fixed assets, operating expenditure, variation order and any other expenses as per the Procurement Policy.
    • Appointment of external auditors and their related audit fees.
    • Appointment of Senior Management (direct reports to the Group Chief Executive Officer), including their remuneration packages.
    • Appointment of Board Committee members..

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.