EXCEL FORCE MSC BERHAD Annual Report 2020

EXCEL FORCE MSC BERHAD - ANNUAL REPORT 2020 23 PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) 1.0 The 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) 1.5 Upon recommendation by the Management or Board Committee members, the Board will deliberate and discuss on all matters before any decision is to be made. All proceedings of the Board/Board Committee 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. External auditors and internal auditors are invited to attend meetings to provide insights and professional views, advice and explanation onmatter specify in the meeting agenda. When necessary, seniormanagement team from different department are also invited to participate at the Board meeting to enable all Board members to have equal access to the latest updates and development of the business operation presented by the senior management team. 2.0 There is demarcation of responsibilities between the Board, Board committees and management. There is clarity in the authority of the board, its committees and individual directors. The Board has a Board Charter which is reviewed periodically and published on the Company's website. The Board Charter was last reviewed on 24 February 2020. The Board Charter clearly identifies; (a) the respective roles and responsibilities of the Board, Board committee, individual directors andmanagement; and (b) issues and decisions reserved for the Board. The Board may appropriately delegate its authority to Board committees or management. It should not abdicate its responsibility and should all times exercise collective oversight of the Board committees and management. They should not delegate matters to a committee or management to an extent that would significantly hinder or reduce the Board's ability to discharge its function. 3.0 The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The Board, management, employees and other stakeholders are clear on what is considered acceptable behavior and practice in the Company. 3.1 The Board recognises the importance of formalising a Code of Conduct, setting out the standard of conduct expected from directors and employees, to engender good corporate behavior. 3.2 The Board encourages employees to report genuine concerns in relation to breach of legal obligation (including negligence, criminal activity, breach of contract and breach of law), miscarriage of justice, danger to health and safety or to the environment and the cover-up of any of these in the workspace. All complaints or grievance can be channeled to the management or any of the Independent Directors. CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)