Datasonic Group Berhad 48 Corporate Governance Overview Statement Separation of positions of the Chairman and the Managing Director (Cont’d) The responsibilities of the Chairman of the Board, amongst others, are as follows:- a) instils good corporate governance practices, leadership and effectiveness of the Board; b) provides leadership for the Board so that the Board can perform its responsibilities effectively; c) leads the Board in the adoption and implementation of good corporate governance practices in the Company; d) sets the Board agenda and ensures that Directors receive complete and accurate information in a timely manner; e) leads Board meetings and discussions; f) encourages active participation and allow dissenting views to be freely expressed; g) manages the interface between the Board and the Management; and h) ensures that appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole. The Managing Director is responsible for the day-to-day management and operation of the Company with all powers, discretions and delegations authorised by the Board. The Managing Director may delegate aspects of his authority and power but remains accountable to the Board for the Company’s performance. The Chairman of the Board is not a member of the Board Committees to ensure that there are checks and balances as well as objective review by the Board. Company Secretary The Board members have full access to the Company Secretary who is qualified to act as Company Secretary. The Company Secretary plays an advisory role in supporting the Board on matters relating to the Company’s Constitution, Board’s policies and procedures, and compliance with the Main Market Listing Requirements of Bursa Malaysia, Companies Act 2016, Capital Markets and Services Act 2007, corporate governance and other regulatory requirements. Access to Information The Board members 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 informed decisions. The Board also has direct communication channels with the external auditors, internal auditors and the Board Committees. The Board members collectively and individually may seek independent professional advice in furtherance of their duties if so required. Such professional advice may be obtained at the Company’s expense with prior approval of the Chairman or the Managing Director. The notice of meetings together with meeting materials with relevant and adequate information are distributed electronically at least seven (7) days in advance to allow preparation and meaningful discussions by the Board and the Board Committees members during the meetings. All proceedings of meetings including issues raised, deliberations and decisions of the Board are properly minuted and filed in the statutory records of the Company by the Company Secretary. Board Charter The Company’s Board Charter provides guidance and clarity regarding the roles and responsibilities of the Board and the Board Committees, the requirements of Directors in carrying out their roles and in discharging their duties towards the Company, and the Board’s operating practices. To be aligned with the updated MCCG issued by the Securities Commission on 28 April 2021, the Board Charter was reviewed and updated in February 2022. To ensure that it remains relevant, the Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Board Charter is available for reference on the Company’s website at www.datasonic.com.my. PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES (Cont’d)
RkJQdWJsaXNoZXIy NDgzMzc=