EXCEL FORCE MSC BERHAD Annual Report 2019

EXCEL FORCE MSC BERHAD - ANNUAL REPORT 2019 21 Corporate governance overview statement 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 ("MCCG") and Bursa Malaysia Securities Berhad ("Bursa Securities")'s Main Market Listing Requirements ("MMLR"). PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS Board Responsibilities 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. 1.1 The Company is led and guided 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 Executive Directors have 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, customers, 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 responsibilities to ensure the effectiveness of the Board and to discharge its duties and responsibilities:- • Review and adopt a strategic plan for the Company, address the sustainability of the Group's business; • Oversee and evaluate the conduct of succession planning for the Group; • Identity principal business risks faced by the Group and ensure the implementation of appropriate systems to manage these risks; • Oversee the conduct and operation of the Group's business and evaluate whether business is being managed properly; • Review the adequacy and integrity of the Group's internal control and management information system; • Carry out periodic review of the Group's financial statement and operating results and major capital commitment; and • Review and approve any major corporate proposals, new business venture, or joint venture of the Group. 1.2 The Executive Chairman leads the Board and is responsible for the effective performance of the Board. The Executive Chairman ensures that all relevant issues and critical information to facilitate decision making and effective running of the Group's business are included in the periodic meeting agenda. The roles of the Executive Chairman and the Executive Directors and the term of reference of the committees are mentioned in the Board Charter which is made available for reference on Company's website at www. excelforce.com.my.