Frontken Corporation Berhad 200401012517 (651020-T) • A N N U A L R E P O R T 2 0 2 1 44 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) The Chairman of the Board, 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 on 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; • Promote constructive and respectful relations amongst Board members and between the Board and Management; • Commit the time necessary to discharge effectively the designated Chairman roles; and • Ensure regular and effective evaluation of the Board’s performance. In carrying out his role, the Chairman works with Senior Management, leads the Board, and promotes effective relations with stakeholders and the public. The role of day-to-day management of the Group’s business development and operations, including implementation of Board’s policies and decisions, is helmed by the Chief Executive Officer, assisted by his fellow Executive Director. The Board is mindful of the dual role held by Ng Wai Pin as the Board Chairman and Chief Executive Officer which is a departure from Practice 1.3 of the MCCG that states that the positions of Chairman and the Chief Executive Officer are to be held by different individuals. The Board is of the view that there is no concentration of power and authority, and that no one individual has unfettered powers for decision making, especially when the Board comprises a majority of Non-Executive Directors. Furthermore, such Non-Executive Directors are individuals of calibre, credibility and are free from any relationship which could materially interfere with the exercise of their objective judgement. These four (4) Non-Executive Directors (three (3) of whom are Independent Non-Executive) are capable of exercising objective and unbiased judgement to ensure fair and objective deliberations at Board meetings. To enhance accountability, the Board has established clear functions reserved for itself and those delegated to the Management. There is a formal schedule of matters reserved to the Board for its deliberation and decision to ensure the direction and control of the Company are in its hands. Key matters reserved for the Board include the approval of annual budgets, quarterly and annual financial statements for announcement, investment, and divestiture, as well as monitoring of the Group’s financial and operating performance. Such delineation of roles is clearly set out in the Board Charter. Delegation of authorities has also been formalised to ensure a balance between operational efficiency and control over corporate and financial governance. The Company has a Code of Conduct for its Directors and employees, available on the Company’s website. The Board has also formalised in writing its Whistle Blowing Policies and Procedures and Anti Bribery and Corruption Policy (“ABC Policy”), for employees to raise genuine concerns, without fear of reprisal, about possible improprieties on matters pertaining to financial reporting, compliance, fraud, corruption, malpractices, and unethical business conduct within the Group. The Whistle Blowing Policies and Procedures and the ABC Policy have been uploaded on the Company’s website at www.frontken.com. CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
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