Ni Hsin Berhad Annual Report 2018

Annual Report 2018 Ni Hsin Resources Berhad (653353-W) 17 The Board of Directors (“ the Board ”) of Ni Hsin Resources Berhad (“ NHR ” or “ the Company ”) is pleased to present its Corporate Governance Overview Statement (“ Statement ”) for the financial year 2018 based on the principles and guidance as set out in the Malaysian Code on Corporate Governance (“ MCCG ”) issued by Securities Commission in April 2017. This Statement is prepared in compliance with Paragraph 15.25(1) of the Main Market Listing Requirements (“ MMLR ”) of Bursa Malaysia Securities Berhad (“ Bursa Securities ”) and guided by Practice Note 9 of the MMLR of Bursa Securities and the Corporate Governance Guide (3rd edition) issued by Bursa Malaysia Berhad. This Statement should also be read together with the Corporate Governance Report 2018 of the Company (“ CG Report ”) which is available on NHR website: www.ni-hsin.com as well as via an announcement on the website of Bursa Securities and in conjunction with the other statements in the Annual Report (e.g. Statement on Risk Management and Internal Control, Audit and Risk Management Committee (“ ARMC ”) Report and Sustainability Statement) as the application of certain governance enumerations may be more evidently expressed in the context of the respective statements. The CG Report provides details on how the Company has applied each Practice as set out in the MCCG during the financial year 2018. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1 Board Responsibilities a. Board of Directors The Group is headed by an experienced and effective Board. The Board assumes overall responsibility in leading the strategic direction, future expansion, corporate governance, risk management, human resource planning and development, investments made by the Company and overseeing the proper conduct of business of the Group. In discharging its duties, the Board delegates certain of its responsibilities to the Board Committees, namely ARMC, Nomination Committee (“ NC ”) and Remuneration Committee (“ RC ”) which operate within defined Terms of Reference (“ TOR ”). The Chairmen of the respective Board Committees report to the Board on key matters deliberated at the respective Board Committee meetings and makes recommendations to the Board for final decision, where necessary. b. Separation of Position of Chairman and Chief Executive Officer The Company does not have a Chief Executive Officer, the Board was assisted by two (2) Executive Directors. The Chairman is an Independent Non-Executive Director who is responsible for overseeing the effective discharge of the Board’s supervisory role emphasising on governance and compliance while the Executive Directors are responsible for the day- to-day operation of the Group’s business. The role of the Chairman and Executive Directors are distinct and separate to engender accountability and facilitate clear division of responsibilities to ensure there is a balance of power and authority in the Company. c. Company Secretaries The Board is supported by two (2) qualified and competent Company Secretaries. The Board has direct access to the advice and services of the Company Secretaries. The Company Secretaries play an advisory role to the Board in relation to the Company’s Constitution, Board’s policies and procedures, corporate governance and compliance with the relevant regulatory requirements and legislations. d. Board Meeting The Board conducts at least five (5) meetings in each financial year. An annual meeting calendar is prepared and circulated to the Directors before the beginning of each year to help the Directors to plan their schedule ahead. Additional meetings are also held as and when required. Board and Board Committees papers prepared by the Management provide the relevant facts and analysis for the Directors’ information. The meeting agenda, the relevant reports and Board papers are furnished to the Directors and Board Committee members at least five (5) business days before the meetings to allow the Directors to have sufficient time to read them for effective discussion and decision making at the meetings. The breakdown of the Directors’ attendance at the Board and Board Committees meetings during the financial year is set out below:- Corporate Governance Overview Statement