| The Centre will have a Board of Directors comprising a Chairman and 7 representatives from the following: - Secretary General, Ministry of Tourism, Malaysia - Chairman
- Director General of ITC (ex-officio)
- Director General, Tourism Malaysia (Permanent Representative)
- Ministry of Foreign Affairs (one nominated by Secretary-General of the Ministry of Foreign Affairs)
- 2 members from the private sector; and
- 2 members from the Universities
2. Board members will be appointed for a maximum period of two years, and will be eligible for reappointment 3 .Draft Terms of Reference of the Board/Directors and arrangements for its governance, including with regard to the submission of an annual report, will be drawn up by ITC in consultation with the Ministry of Tourism, Malaysia. 4. Functions of the Board of Directors 5. The Board of Directors is responsible for setting the strategic direction of the Company and for overseeing and monitoring its businesses and affairs. 6 .The Board reviews and approves the Company’s strategic and business plans and guiding policies. Day to day management of the Company’s affairs ad implementation of its strategy and policy initiatives are delegated to the Director General, who operates in accordance with Board approved policies and delegated limits of authority. 7. The responsibilities of the Board include: - Oversight of the Company including its conduct and accountability systems;
- Reviewing and approving overall financial goals for the Company;
- Approving strategies and plans for Company’s businesses to achieve these goals;
- Approving financial plans and annual budgets;
- Monitoring implementation of strategy, business performance and results and ensuring appropriate resources are available;
- Approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding);
- Appointing, rewarding and determining the duration of the appointment of the Director General and ratifying the appointments of senior executives including the company secretary;
- Reviewing the performance of the Director General and senior management;
- Reviewing and verifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
- Reviewing sustainability performance and overseeing occupational health and safety and environmental management and performance;
- Approving and monitoring financial reporting and reporting to shareholders on the Company’s direction and performance; and
- Meeting legal requirement and ensuring that the Company acts responsibly and ethically and prudently manages business risks and Company’s assets.
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