Corporate Governance

 

Introduction

The Board of Directors (“Board”) is committed to ensure that the high standards of corporate governance are observed throughout the Group in order to achieve the highest standard of accountability, transparency and integrity with the objective of safeguarding shareholders’ investment and ultimately enhancing shareholders’ value. The Board recognizes the importance of corporate governance and is committed and supportive of the application of the principles and recommendations of corporate governance as set out in the Malaysian Code on Corporate Governance 2012 (“the Code”) in discharging its responsibilities in achieving the above objectives by taking various measures to enhance its corporate governance practices.
 

1.0 The Board

The Board of Directors is nominated by the shareholders and holds the ultimate decision making authority, except for matters reserved by law or by the Company’s Articles of Association to the shareholders. Formal processes and structures are in place to assist the Board in carrying out its responsibilities and its decisions are normally taken as a whole.

The Board oversees the business affairs of the Group. It approves strategic plans, key business initiatives as well as major investment and funding decisions. It also reviews financial performance, determines compensation and succession plans for senior management and ensures adequate internal controls. These actions are carried out either directly by the Board or through the Board Committees.

The role, composition and responsibilities of the Board embodying the principles of the Code are set out in the Board Charter.
Click here to view Board Charter
 

2.0 Board Committees

Assisting the Board are three Board Committees, namely the Audit, Nominating and Remuneration (details of which are provided below). On a day to-day basis, the Board delegates the conduct of operating matters to its Managing Director.

The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference.
 

2.1 Audit Committee

The Members of the Audit Committee comprises the following directors:

Dato’ Wee Hoe Soon @ Gooi Hoe Soon Chairman / Independent Non-Executive Director
Rin Nan Yoong Non-Independent Non-Executive Director
Ranko Kume Non-Independent Non-Executive Director
Dominic Aw Kian-Wee Independent Non-Executive Director
Mastura Mansor Independent Non-Executive Director
Click here to view Terms Of Reference of Audit Committee
 

2.2 Remuneration Committee

The Members of the Remuneration Committee comprises the following directors:

Rin Nan Yoong Chairman, Non-Independent Non- Executive Director
Dato’ Wee Hoe Soon @ Gooi Hoe Soon Independent Non- Executive Director
Dominic Aw Kian-Wee Independent Non-Executive Director
Mastura Mansor Independent Non-Executive Director
Hiroaki Yano Managing Director
Click here to view Terms Of Reference of Remuneration Committee
 

2.3 Nomination Committee

The Nomination Committee consists entirely Independent Non- Executive Directors. The Members of the Committee comprises of the following directors:

Dominic Aw Kian-Wee Chairman, Independent Non-Executive Director
Mastura Mansor Independent Non-Executive Director
Ranko Kume Non-Independent Non-Executive Director
Dato’ Wee Hoe Soon @ Gooi Hoe Soon Independent Non-Executive Director
Click here to view Terms Of Reference of Nomination Committee
 

3.0 Shareholder and Investor Relations

The Board recognises the need for and the importance of effective communication with shareholders and the investment community. The Annual General Meeting (“AGM”) is an essential platform for the shareholders to meet and exchange views with the Board. There is an open question and answer session whereby shareholders may ask questions and seek clarifications on the performance of the Group. The Chairman and the Board members are in attendance to provide explanations to all shareholders’ queries. Notice of meeting together with a copy of the Annual Report of the Company are circulated to shareholders at least twenty-one (21) days before the date of the AGM. The shareholders and investors are also able to access the corporate, financial and market information of the Company from Bursa Malaysia listed companies information at Bursa Securities’ website.
 

4.0 Accountability and Audit

Financial Reports

The Board is responsible for ensuring that accurate and timely announcements of the Company’s quarterly financial statements are made on a quarterly basis. The Board also approves the annual financial statements before submission to Bursa Securities and sending to the shareholders. The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of its financial reporting.

The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state of affairs of the Group as at the end of the accounting period and of their Income Statements and cash flow for the period then ended.

In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 have been applied. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgments and estimates.

Internal Controls and Risk Management

The Directors also have a general responsibility for the taking of such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Board recognises the need for an internal audit function and has engaged the services of an independent professional accounting and consulting firm to provide the assurance it requires on the effectiveness as well as the adequacy and integrity of the Group’s systems of internal control. During the financial year, the audit Committee met twice with the internal auditors in the absence of Executive Board members and management staff.

The Board recognises the need for an effective risk management practice and to maintain a sound system of internal control as part of good business management practice. The Board of directors is committed to implement an effective risk management framework which will allow management to identify, evaluate and manage risk with defined risk profiles.