Frontken Berhad Annual Report 2019

24 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2019 Corporate Governance Overview Statement The Board of Directors (“Board”) of Frontken Corporation Berhad (“Company”) implements high standards of corporate governance in the Company for the purpose of safeguarding the interest of its shareholders and other stakeholders, including the Company’s assets. In applying corporate governance practices, the Board is mindful that such practices should consider and reflect transparency, accountability, ethical culture, sustainability and financial performance of the Group. As such, the Board has embedded in the Group, comprising the Company and its subsidiaries, a culture aimed at delivering a balance between conformance requirements and the need to deliver long-term strategic imperatives through performance, without compromising on personal or corporate ethics and integrity. This Statement, which is issued pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), provides an overview of the Company’s application of the 3 Principles set out in the Malaysian Code on Corporate Governance (“MCCG”) for the financial year under review and up to the date of this Statement. Specific details on how the Company has applied each of the 36 Practices 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 Board is collectively responsible to the Company’s shareholders for the long-term success of the Group in terms of strategic direction, values and governance. The Board is led by experienced and knowledgeable Directors who provide the Company with the core competencies and the leadership necessary for the Group to meet its business objectives. An Independent Non-Executive Director, namely Dr Jorg Helmut Holnloser, retired from the Board on 30 May 2019 whilst another Independent Non-Executive Director, namely Aaron Sim Kwee Lein, demised on 30 June 2019. In their stead, two (2) new Directors were appointed on 31 July 2019, namely Gerald Chiu Yoong Chian, a Non-Independent Non-Executive Director, and Ng Chee Whye, an Independent Non-Executive Director. The Directors 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 delineated in the Board Charter available on the Company’s website at www.frontken.com are summarised as follows: • Set the strategic direction of the Group and monitor the implementation of strategies by Management; • Oversee the conduct of the Company’s business; • Identify principal risks and ensure the implementation of appropriate internal controls and mitigation measures; • Succession planning; • Oversee the development and implementation of a shareholder communications policy for the Company; and • Review the adequacy and integrity of the management information and internal control system of the Company. The Board Charter is periodically reviewed and updated, with the most recent in February 2019 approved by the Board, to be in line with the Principles and Practices of the MCCG. In discharging its stewardship role effectively, 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 responsibilities to oversee specific aspects of the Company’s affairs according to their respective terms of reference, approved by the Board, and to report to the Board their findings and recommendations. The decision to act on such recommendation lies solely with the Board. The Chairman of the Board, who is also the Chief Executive Officer, leads the Board in fulfilling its fiduciary and stewardship roles. The Board Charter sets out the Chairman’s responsibilities as follows: • Lead the Board in deliberating the business and affairs of the Company and its oversight of Management; • Oversee the Board in discharging of its supervisory and stewardship role; • Oversee an efficient organisation and conduct of Board’s function and meetings; • Facilitate the effective contribution by all Directors; • Brief Directors in relation to issues arising at meetings;