STATEMENT

Recognising the Company’s responsibility towards its shareholders, customers, employees, the community and regulatory bodies, the Board of Directors is committed to ensure and maintain a high standard of corporate governance and social ethical behavior in conducting the business and affairs of the Group.    

Sets out below is the manner in which the Company has applied the principles and practices of the Malaysian Code on Corporate Governance within the Group.

THE BOARD OF DIRECTORS

Composition of Board
The Board is principally responsible for strategic planning and ensuring proper conduct of the operations and business affairs of the Group. The Board currently consists of six (6) directors, i.e. an Executive Chairman and five non-executive directors, three of whom are independent.

The Executive Chairman is responsible for the orderly conduct of the Board and the making and implementing of the operational decisions. The Independent Directors are independent of management. They have the necessary skills and experience to exercise their unfettered and independent judgement. They provide independent views to the formulation of strategies and policies to safeguard the interest of parties such as minority shareholders. No individual or group of individuals dominate the Board’s decision making.

Shaari Bin Haron is the Senior Independent Non-Executive Director of whom concerns may be conveyed.

In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in every three years but shall be eligible for re-election.

Responsibilities and Supply of Information
The principal responsibilities of the Board include:-

• setting and reviewing the Group’s strategic direction, goals and business plans
• overseeing and monitoring the conduct of business and financial performance of the Group and evaluate the performance against the strategies
• identifying principal risks and ensuring implementation of appropriate internal control systems and reporting framework for the management of these risks
• reviewing the adequacy and integrity of the Group’s internal control and management information systems
• succession planning of senior management
• developing and implementing an investor relations programme or shareholders communications policy for the Group    

The Board reserved to itself a schedule of matters for decision including strategy and policy issues, major capital investment, financial decision, approval of corporate plans and changes in major activities of the Group.

Prior to Board meeting, board members are furnished with the agenda of the meeting and relevant board papers to facilitate decision making and sound judgement during the meeting.

To assist in the effective discharge of their duties, all Directors have full access to information pertaining to all matters and may seek independent professional advice in furtherance of their duties and have access to the advice and services of the Company Secretary and the senior management staff of the Group.