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sustainability & governance

Annual Report 2017

47

STATEMENT ON CORPORATE GOVERNANCE

The Board is committed to establishing and maintaining high standards of corporate governance throughout the Group as a fundamental

part of discharging its responsibilities to protect and enhance the shareholders’ value and financial performance of the Group. Such

commitment is based on the belief that a strong culture of good corporate governance practices is fundamental towards enhancing

long term shareholders’ value, increasing investors’ confidence and protecting stakeholders’ interests.

This statement illustrates the extent of which the Board has embodied the spirit and principles of the Malaysian Code on Corporate

Governance 2012 (“MCCG 2012”) with regards to the recommendations stated under each principle for the year under review.

1.

ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.1 Functions of the Board and Management

The Board is responsible for the oversight and stewardship of the Group. There is a clear division of functions between

the Board and the Management. The Board oversees the Group’s strategic direction and corporate governance. The

Managing Director, assisted by the senior management is responsible for leading and managing the Group’s businesses

within the authorities delegated by the Board and the implementation of Board’s strategy and policy. The Managing

Director, by virtue of his position as a Board member, also functions as the intermediary between the Board and senior

management.

In order to effectively discharge its duties, the Board has established a governance framework which provides an overview

of the corporate governance processes and responsibilities within the Group.

Stakeholders

Board of Directors

Managing Directors

Head of Division

Board Committees

Audit

External

Auditors

Internal

Auditors

Risk Management

Committee

Nomination

Remuneration

1.2 Roles and Responsibilities of the Board

The Board is generally entrusted with the overall governance of the Company, the responsibility to exercise reasonable and

proper care of the Company’s resources for the best interests of its shareholders as well as to safeguard the Company’s

assets. It meets regularly to set the Group’s overall strategic direction, to review the financial and operational performance

and to provide oversight to ensure that the Group is effectively controlled and resourced.