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c o r p o r at e G O V E R N A N C E
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Directors
Training Attended
Date Held
Datuk Alias bin Ali
•
1 Day Conference on Corporate Integrity Pledge
•
Half Day Seminar: Governance or Lack of It!
•
Regulatory Updates on Listing Requirements (New) & The Impact of Companies Act
2016 on Corporate Governance and Directors Duties
02/11/2017
28/11/2017
29/01/2018
Dr. Roshayati binti
Basir
•
Regulatory Updates on Listing Requirements (New) & The Impact of Companies Act
2016 on Corporate Governance and Directors Duties
•
Business Challenges and Regulatory Expectations
•
Risk Oversight and Compliance - Action Plan for Board of Directors
29/01/2018
12/03/2018
13/03/2018
Role of the Chairman and Managing Director
The Chairman is an independent director and the roles of the Chairman and Managing Director are not exercised by the same
individual in order to ensure appropriate checks and balances, increased accountability and greater capacity of the Board
for independent decision-making. The roles and responsibilities of the Chairman and the Managing Director are set out in the
Board Charter, which is available on the Company’s website under ‘Investors’ section.
Access to Information, Independent Advice and Indemnification
After consultation with the Chairman, Directors may seek independent advice in furtherance of their duties at the Company’s
expense. Directors also have access to members of senior management at any time to request relevant information.
Under the Company’s Constitution and to the extent permitted by law, the Company indemnifies Directors and its officers
against liabilities to third parties in their capacity as officers of the Company and against certain legal costs incurred in
defending an action for such a liability.
Company Secretaries
The Company had 2 Company Secretaries during the financial year. The Company Secretaries are accountable directly to
the Board, through the Chairman, on all matters to do with the proper functioning of the Board and Board Committees. All
Directors have access to the services and advice of the Company Secretaries. Decisions to appoint or remove the Company
Secretaries are made or approved by the Board.
The Company Secretaries’ profiles are disclosed in the Profile of Key Senior Management of this Annual Report.
Board Charter
The Board Charter is a statement of the practices and processes the Board has adopted to discharge its responsibilities,
including the matters reserved for the Board and the delegation of authority to the Board Committees. It also sets out the
roles and responsibilities of the Board Committees, individual Directors, Chairman, Managing Director as well as Senior
Independent Director. The Charter also defines relationship and interaction between the Board and management.
The Charter is available under ‘Investors’ section on the Company’s website.
Other Policies
In addition to the Board Charter, there are a range of policies which define the Company’s commitment to good corporate
governance and responsible business practices. Among them are the Code of Ethics and Whistle-Blowing Policy. These
policies are available on the Company’s website under ‘Investors’ section.
The Board is guided by company laws and the Code of Ethics for Company Directors issued by the Companies Commission
of Malaysia in discharging its responsibilities. The Group’s Whistle-Blowing Policy aims to encourage employees or other
stakeholders to raise genuine concerns about possible improprieties in matters relating to financial reporting, compliance and
other malpractices or misconduct, in an appropriate manner and without fear of reprisals or retaliation. All whistle-blowing
reports are addressed to the Managing Director or Chairman of the Audit Committee.
CORPORATE GOVERNANCE OVERVIEW STATEMENT