EXCEL FORCE MSC BERHAD 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) 1.1 The Board has assumed the following to ensure the effectiveness of the Board and to discharge its duties and responsibilities (cont’d):- • ensure that senior management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of board and senior management; • ensure that the company has in place procedures to enable effective communication with stakeholders; • ensure that all its directors are able to understand financial statements and form a view on the information presented; and • ensure the integrity of the company’s financial and non-financial reporting. Courts have held that it is the duty of every director to read the financial statement of the company and carefully consider whether what they disclose is consistent with the director’s own knowledge of the company’s affairs. 1.2 The Chairman leads the Board and is responsible for the effective performance of the Board. The 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. Key responsibilities of the Chairman include– • providing leadership for the board so that the board can perform its responsibilities effectively; • leading the board in the adoption and implementation of good corporate governance practices in the company; • setting the board agenda and ensuring that directors receive complete and accurate information in a timely manner; • leading board meetings and discussions; • encouraging active participation and allowing dissenting views to be freely expressed; • managing the interface between board and management; and • ensuring appropriate steps are taken to provide effective communicationwith stakeholders and that their views are communicated to the board as a whole. 1.3 The position of Chairman and Managing Director are held by different individuals. The Chairman is an Independent Non-Executive Director of the Board. 1.4 The Chairman of the Board is not a member of the Audit Committee, Nomination Committee or Remuneration Committee. Having the same person assume the positions of Chairman of the board, and Chairman of the Audit Committee, Nomination Committee or Remuneration Committee gives rise to the risk of self-review and may impair the objectivity of the Chairman and the board when deliberating on the observations and recommendations put forth by the board committees. Thus, the Chairman of the board should not be involved in these committees to ensure there is check and balance as well as objective review by the board. 1.5 The Board is supported by suitably qualified and competent Company Secretaries to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of governance best practices. The Company Secretaries are member of Malaysian Institute of Chartered Secretaries Administrators and a Licensed Secretary, who are experienced and competent on statutory and regulatory requirements. Corporate Governance Overview Statement (cont’d)
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