annual report 2014
I
23
Statement
on Corporate Governance
The Company and its Board of Directors (“the Board”) recognises the importance of corporate governance which contributes
to the intrinsic value of an organisation. The Board is guided by the principles and recommendations of corporate governance
as stipulated in the Malaysian Code on Corporate Governance (“MCCG”) 2012. The Group is committed to uphold good
corporate governance practices and will endeavour to ensure that the principles and recommendations advocated therein
by MCCG 2012 are practised and applied throughout the Company and its subsidiaries (collectively “the Group”) where
applicable and appropriate to create and deliver long term and sustainable shareholders values.
The ensuing paragraphs describe the extent of how the Group has applied and complied with the principles and best
practices set out in the MCCG 2012 for the financial year under review.
1.
ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Roles and Responsibilities of the Board
The Board is collectively responsible to establish the overall strategic objectives of the Group, deliberating and
directing strategic action plans and policies and strategic allocation of the Group’s resources to align with the
overall objectives of the Group.
The Board has the overall responsibility for the formulation of strategies, monitoring of financial performance,
evaluation and management of principal risks faced by the Group, implementation and review of risk
management and internal control system, succession planning as well as development of investor relations
programme and shareholders’ policy. Members of the Board exercise due diligence and care in discharging
their responsibilities and act in the best interests of the Group and its shareholders.
The functions of Executive and Non-Executive Directors are distinguished and clearly defined.
The Executive Directors, through their daily involvement in the operations of the Group, assume the primary
responsibility for managing the Group’s operations and resources. Their intimate knowledge and vast experience
of the business and their active-participation management style have contributed to the continued growth of
the Group.
The Independent Non-Executive Directors, on the other hand, exercise with professional competence and
independence a supervisory role via their involvement in various Board committees and focus principally
on performance monitoring and enhancement of corporate governance and internal controls. They offer a
capable check and balance for the Executive Directors. The presence of the Independent Non-Executive
Directors ensures that issues pertaining to strategies, performance and resources allocation proposed by the
Management (led by the Executive Directors) are objectively evaluated, taking into consideration the interests
of shareholders and relevant stakeholders of the Group. The Independent Non-Executive Directors bring an
external perspective, constructively challenge and help develop proposals on strategy, scrutinise the financial
performance of the Group, and monitor the overall risk profile of the Group. The Independent Non-Executive
Directors communicate with the Management, and with the internal and external auditors to address matters
concerning management and oversight of the Group’s operations.
To ensure the effective discharge of its function and responsibilities, the Board delegates some of the Board’s
authorities and discretion to the Executive Directors, representing the Management, as well as properly
constituted Board Committees. The Board Committees are entrusted with specific duties and responsibilities
to oversee the Group’s affairs, in accordance with their respective terms of reference. At each Board meeting,
minutes of the Board Committee meetings are presented to the Board. The respective Chairman of the Board
Committees will also report to the Board on key issues deliberated by the Board Committees.
