Datasonic Group Berhad Annual Report 2019

Corporate Governance Overview Statement (Cont’d) PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) I. BOARD RESPONSIBILITIES (Cont’d) Separation of positions of the Chairman and Managing Director The roles of theChairman and theManagingDirector are segregated and clearly defined. TheChairmanwho is an IndependentNon-ExecutiveDirector is responsible formanaging theBoardandensures that all Directors receive sufficient and required information relevant to the agenda laid out for the meeting of the Board to enable them to participate actively in the Board’s deliberations and decisions. The Chairman is also responsible for ensuring the integrity and effectiveness of the governance processes of the Board. TheManaging Director is responsible for the day-to-daymanagement of the business to ensure that the business operates continuously in conformity with the implementation of Board’s policies, strategies and decisions. Qualified and competent Company Secretary The Board is supported by suitably qualified, experienced and competent Company Secretary. The Company Secretary holds a professional qualification from the Institute of Chartered Secretaries and Administrators, UnitedKingdomand is anAssociatemember of theMalaysian Institute of Chartered Secretaries and Administrators. TheCompany Secretary has attended the relevant ContinuingProfessional Development programmes organised by the regulators and other recognised training providers tomaintain, enhance and continuous improvement of knowledge, skills and abilities. The Company Secretary plays an advisory role in supporting the Board on matters relating to the Company’s Constitution, Board’s policies and procedures, compliance with theMainMarket Listing Requirements of Bursa Malaysia, Companies Act, 2016 and related regulations. Access to Information TheBoardmembers have direct and unrestricted access, to all relevant Company’s information and to the senior management personnel to assist them in the discharge of their duties and responsibilities and to enable them to make informeddecisions. TheBoard alsohas direct communication channelswith the External Auditors, Internal Auditors and Board Committees. TheBoardmembers collectively and individuallymay seek independent professional advice in furtheranceof their duties if so required. Such professional advicemay be obtained at the Company’s expense with prior approval of the Chairman or the Managing Director. Draft agendas for the Board and Board Committee meetings are circulated to the Chairmen of the Board and Board Committees respectively, in advance, for them to review and suggest items for the agenda. Thenoticeofmeetingsandmeetingmaterialswithrelevantandadequateinformationaredistributedelectronically at least 7 days and 4 days respectively in advance to allow the respectiveBoard andBoardCommitteesmembers sufficient time to reviewand analyse thematerials, seek any clarification that theymay need fromManagement, consult the Company Secretary or independent advisers prior to the meetings and to raise important issues, if warranted, during the meeting. Meeting agendas are sequenced taking into considerations the complexity of the proposals and whether there are items for approval, discussion or notation in order for Board meetings to be effective and to enable in-depth deliberations of matters. All proceedings of meetings including issues raised, deliberations and decisions of the Board are properlyminuted and filed in the statutory records of the Company by the Company Secretary. TheCompany Secretarywill communicate to the relevantManagement theBoard’s decisions/recommendations via circulation of draft minutes of meetings in a timely manner upon conclusion of the meetings for appropriate actions to be taken. The Company Secretary will also follow-up with theManagement on status of actions taken with reference to the previousminutes ofmeetings for updating theBoard. Action itemswould remain asmatters arising in the minutes of meetings until they are resolved. 52 DATASONIC GROUP BERHAD (Company No. 809759-X) ANNUAL REPORT 2019