SCC Holdings Berhad Annual Report 2018

SCC Holdings Berhad | Annual Report 2018 .13 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of SCC Holdings Berhad (“Group”) recognises the importance of good corporate governance and continues to be committed to ensure that high standards of corporate governance to be practiced throughout the Group in order to deliver a long term sustainable value to the shareholders and other stakeholders. This statement is prepared in compliance with Bursa Malaysia Securities Berhad Ace Market Listing Requirements (“BMSB AMLR”) and it is to be read together with the Corporate Governance Report (“CG Report”) 2017 of the Company which is available on SCC Holdings’ website: http://www.sccholdings.com.my . The CG Report provides the details on how the Company has applied each Practice as set out in the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) during the financial year ended 2018 (“FYE 2018”). PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS I. Board responsibilities The Board is responsible to provide stewardship of the Company and direction for the Management. It is collectively responsible and accountable to the Company’s stakeholders for the long term sustainable success of the Group. Each director contributes his vast experience and astute insights to enable the Board to function effectively in discharging its duties and responsibilities as required of them with due care and diligence. The Group has documented clear policies for identifying and separating the functions and responsibilities of the Board and the Management, Executive Chairman as well as the Managing Director in ensuring the smooth running of the Group’s business and operations. Their responsibilities are guided by the Board Charter, which has been reviewed and updated to be in line with the practices of MCCG 2017 and the Companies Act, 2016, a copy of which is made available to all Directors of the Company. The Board Charter is disclosed in the SCC Holdings’ CG Report which can be downloaded from SCC Holdings’ corporate website at www.sccholdings.com.my . II. Roles of Chairman, Managing Director and Independent Non-Executive Directors The roles of the Chairman of the Board, Managing Director, Executive Director and the Independent Non-Executive Directors (INEDs) are kept separate with a clear division of responsibilities in line with best practices. The functions of the Chairman as well as those of the Managing Director are clearly segregated to ensure that there is a balance of power and authority. Mr. Ben Cher as the Executive Chairman continues to lead the Board by providing oversight leadership on the strategies and business affairs of the Group. Mr. Francis Cher, the Managing Director of the Company, is responsible for leading the Management in the execution of board policies, strategies and action plans approved by the Board. He is actively involves in the Board to report and discuss the Group’s business performance, direction and development, including all strategic matters affecting the Group. The Board has established a Corporate Governance Model for the Group where specific powers of the Board are delegated to the respective Board Committees which function with clearly defined terms of reference. III. Company Secretary The Board is grateful to be supported by a very experienced, knowledgeable, qualified and competent Company Secretary. Her expertise, clear and sound advice has enabled the Board to comply with the regulatory requirements, new statutes and directives issued by the regulatory authorities.