EXCEL FORCE MSC BERHAD Annual Report 2017

20 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2017 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) I Board Responsibilities (cont’d) 1.0 Every Company is headed by a board, which assumes responsibility for the Company’s leadership and is collectively responsible for meeting the objectives and goals of the Company. (cont’d) 1.3 The position of Chairman and Managing Director are held by different individuals. The Chairman is an Executive member of the Board. 1.4 The Board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of governance best practices. The Company Secretaries are MAICSA members, experienced and competent on statutory and regulatory requirements. The Company Secretaries carry out the following tasks: - (a) Attend and ensure proper conduct and procedures at all Board meetings, Board Committee Meeting, Annual General Meeting, Extraordinary General Meetings and others meetings that require the attendance of the Company Secreatary and ensure that meetings are properly convened; (b) Ensure that matters discuss at the meetings are properly recorded and minuted; (c) Ensure that audited financial statement, quarterly financial results, annual reports, circulars and all relevant announcement are announced to Bursa Malaysia Securities Berhad and Securities Commission on a timely manner; (d) Ensure that the Company complies with MMLR and the requirements of the relevant authorities; (e) Inform and keep the Board updated of the latest enhancement in corporate governance, changes in the legal and regulatory framework, new statutory requirement and best practice; (f) Keep the Directors and principle officers informed of the closed period for trading in the Company’s shares; and (g) Ensure proper record and maintenance of the Company’s proceedings, resolutions, statutory records, register books and documents. 1.5 The Board convenes scheduled meetings quarterly to deliberate and approve the release of the Group’s quarterly results. Additional meetings will be convened as and when needed. The agenda and Board papers for each item as well as minutes of previous meetings are circulated prior to the Board meetings to give the Directors sufficient time to deliberate on the issues to be raised at the Board meetings. Information is provided to the Board in the form of quarterly financial results, progress reports of core business, products developments, regulatory updates, business development, audit report as well as risk management reports. Upon recommendation by the Management or committee members, the Board will deliberate and discuss on all matters before any decision is to be made. All proceedings of the Board meetings are properly minuted and signed by the Chairman of the meeting. All Directors have direct and unrestricted access to the advice and services of the Company Secretaries who are qualified and competent. This will ensure that they have unrestricted access of information within the Group. The Directors are also able to receive advice and services from the external auditors and other independent professionals upon their request. The Board is kept updated on the Company’s activities and its operations on a regular basis. The Directors also have access to all reports on the Company’s activities, both financial and operational. Corporate Governance Statement (cont’d)