Frontken Berhad Annual Report 2017

23 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2017 Corporate Governance Overview Statement The Board of Directors (“Board”) of Frontken Corporation Berhad (the “Company”) is cognizant of the importance of deploying high standards of corporate governance in the Company for the purposes of safeguarding the interest of its shareholders and other stakeholders as well as the assets of the Group, comprising the Company and all its subsidiaries. In adopting corporate governance practices, the Board is mindful that such practices should reflect and take into consideration transparency, accountability, ethical culture, sustainability and financial performance. As such, the Board seeks to embed in the Group a culture that is aimed at delivering balance between conformance requirements with the need to deliver long-term strategic imperatives through performance, without compromising on personal or corporate ethics and integrity. Following the release of the new Malaysian Code on Corporate Governance (“MCCG”) by the Securities Commission on 26 April 2017, the Board recognises the growing level of expectation by regulators and stakeholders for proper corporate governance and, accordingly, has taken such steps as are necessary to strengthen and ensure a high level of governance is adopted throughout the Group. This Statement, which is issued pursuant to Paragraph 15.25(1), provides an overview of the Company’s application of the Principles set out in the MCCG for the financial year under review and up to the date of this Statement. The details on how the Company has applied each Practice as set out in the MCCG are disclosed in the Corporate Governance Report, which is available for viewing on the Company’s website at www.frontken.com . PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Directors are collectively responsible to the Company’s shareholders for the long-term success of the Group for its overall strategic direction, its values and its governance. The Board of Directors is led by experienced and knowledgeable Board members who provide the Company with the core competencies and the leadership necessary for the Group to meet its business objectives and goals of the Group. All members of the Board are aware of their responsibility to take decisions objectively which promote the success of the Group for the benefits of shareholders and other stakeholders. The role and responsibilities of the Board, which are summarized as follows, are clearly set out in the Board Charter and is available on the Company’s website at www. frontken.com: • Reviewing and adopting a strategic plan for the Company; • Overseeing the conduct of the Company’s business; • Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures; • Succession planning; • Overseeing the development and implementation of a shareholder communications policy for the Company; and • Reviewing the adequacy and integrity of the management information and internal controls system of the Company. The Board Charter is periodically reviewed and updated, with the most recent on 23 May 2016, in tandem with changes to regulatory requirements, with final approval by the Board. To assist in the discharge of its stewardship role, the Board has delegated and conferred some of its authority and powers to its Committees, namely the Audit Committee, Nomination Committee and Remuneration Committee (“Board Committees”). The Board Committees are entrusted with the responsibility to oversee specific aspects of the Company’s affairs in accordance with their respective terms of reference as approved by the Board and to report to the Board with their findings and recommendations. The decision whether to act on such recommendation lies with the Board. The Chairman of the Board, who is also the Chief Executive Officer, is primarily responsible to lead the Board. Based on the Board Charter, the Chairman’s responsibilities encompass the following: • Leading the Board in its responsibilities for the business and affairs of the Company and its oversight of management • Overseeing the Board in the effective discharge of its supervisory role • The efficient organisation and conduct of the Board’s function and meetings