Annual Report 2023 69 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) Board Leadership (Cont’d) The position of the Managing Director is currently vacant. In the absence of the Managing Director, the Executive Directors are responsible for the day-to-day management of the business to ensure that the business operates continuously in conformity with the implementation of Board’s policies, strategies and decisions. In addition, the Independent Directors who constitute a majority of the Board, provides for effective oversight over management and ensures that there is independence of judgement. The Chairman of the Board is not a member of the Board Committees to ensure there is check and balance as well as objective review by the Board. During the year, Datuk Haji Abu Hanifah bin Noordin was appointed to the role of Deputy Executive Chairman and Chief Executive Officer on 14 September 2022 and subsequently re-designated to Executive Chairman on 29 September 2022. Company Secretaries During the year, an additional Company Secretary has been appointed to strengthen the Company Secretarial Department to provide the necessary secretarial support to the Board. The Board is supported by two (2) Company Secretaries who are qualified to act as company secretaries under the Companies Act, 2016. The Company Secretaries plays an advisory role to the Board on corporate governance matters and compliance with the relevant laws, rules and regulations. 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 Board Committees. As and when necessary, the Board members may seek independent professional advice, at the Company’s expense, in the furtherance of their duties. The Board and Board Committees’ meetings are conducted in hybrid manner to allow the Board members to join the meetings in-person or via a virtual meeting platform. The meeting materials are distributed electronically within reasonable period prior to the meetings to allow preparation and meaningful discussion by the Board and Board Committees members during the meetings. All proceedings of meetings including issues raised, deliberations and decisions of the Board and Board Committees are properly minuted and filed in the statutory records of the Company by the Company Secretaries. 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 as well as the Board’s operating practices. 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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