Excel Force MSC Berhad Annual Report 2016

EXCEL FORCE MSC BERHAD ANNUAL REPORT 2016 17 statement of Corporate Governance The Board of Director’s (“Board”) affirms its overall responsibility in ensuring that the highest standard of Corporate Governance is practiced throughout the Group with the objective of protecting and enhancing shareholders’ value, and the financial position of the Group. The Board recognizes the importance of good corporate governance and strives to adopt the principles and recommendations of corporate governance throughout the Group in the manner prescribed by the Malaysian Code on Corporate Governance 2012 (“Code” or “MCCG 2012”) and BursaMalaysia Securities Berhad (“Bursa Securities”)’sMainMarket Listing Requirements (“MMLR”). PRINCIPLE 1 – ESTABLISH CLEAR ROLES AND RESPONSIBILITIES The Company is led and controlled by an effective Board. All Board members participate in the key issues involving the Group and give independent judgment in the interest of the Group. The Managing Director has primary responsibilities for managing the Group’s day-to-day operations and together with the Non-Executives Directors to ensure that the strategies proposed by the management are fully discussed and critically examined, taking into account the long term interests of the various stakeholders including shareholders, employees, clients, suppliers and various communities in which the Group conducts its business. The Board is assured of a balanced and independent view at all Board deliberations largely due to the presence of its Non- Executive Directors who are independent from the Management. The Independent Directors are also free from any business or other relationships that could materially interfere with the exercise of their independent judgment. The Board is constituted of individuals who are committed to business integrity and professionalism in all its activities. In addition to the role and function of Non-Executive Directors as stated above each Director exercises independent judgment on decision making and issues of strategy, performance, resources and standard of conduct. The Board has assumed the following to ensure the effectiveness of the Board and to discharge its duties and responsibilities:- • Direction of the operational strategies of the Group; • Overseeing and evaluating the conduct of the succession planning for the Group; • Identify principal risks and ensure the implementation of appropriate systems to manage these risks; • Stewardship and directions on management and business development of the Group; • Monitoring the performance of the management; • Ensuring a prudent and effective internal control system; and • Review of the financial performance and results of the Company. SCHEDULE OF MATTERS RESERVED FOR THE BOARD The following matters (including changes to any such matters) require Board approval, except where they are expressly delegated to a Committee of the Board:- (A) Strategy and Management • Responsibility for the overall strategic direction and strategic plans for, and the overall management of the Group. • Approval of the Group’s long term objectives and sustainability strategy. • Approval of the annual operating and capital expenditure budgets and any material changes thereto. • Review of performance in the light of the Group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken. • Oversight of the Group’s operations ensuring:- (a) competent and prudent management (b) sound planning (c) adequate system of internal control (d) adequate accounting and other records (e) compliance with statutory and regulatory obligations (f) Expansion of the Group’s activities into new business or geographic areas. • Decision to cease to operate all or any material part of the Group’s business or to cease to operate in any country that would result in the Group no longer having a presence in that country. • Any matters materially affecting the Group’s overall reputation, including its brand and values. • Acquisition/ diversification/ disposal of business.