EXCEL FORCE MSC BERHAD 25 PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 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 clearly identifies; (a) the respective roles and responsibilities of the Board, Board committee, individual directors and management; 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. 4.0 The company addresses sustainability risks and opportunities in an integrated and strategic manner to support its long-term strategy and success. 4.1 The board proactively consider sustainability issues when it oversees the planning, performance and longterm strategy of the company, to ensure the company remains resilient, is able to deliver durable and sustainable value as well as maintain the confidence of its stakeholders. The role of senior management is also critical, in integrating sustainability considerations in the day-to-day operations of the company and ensuring the effective implementation of the company’s sustainability strategies and plans. The board and management continuously engage and consider the views of its internal and external stakeholders to better understand andmanage the company’s sustainability risks and opportunities. Sustainability is increasingly being recognised as a material issue to the decision-making considerations of a company’s stakeholders. Many institutional investors consider the integration of ESG factors in their investment decision-making process as part of their fiduciary responsibility and several have committed to using their votes to hold boards and senior management accountable for the management and oversight of sustainability. Stakeholder expectations are heightening across various sustainability issues such as health and safety, data governance and privacy as well as climate action. 4.2 The company’s sustainability strategies, priorities as well as targets and performance against these targets should be communicated to the internal and external stakeholders of the company. Employee awareness and understanding of the company’s approach to sustainability (‘what we do and why we do it’) will keep them engaged on sustainability issues and support actions on sustainability across the company. External stakeholders should also remain informed through the appropriate means such as engagements and company disclosures. In preparing the latter, the board and senior management consider, among others, the information which stakeholders require to assess the company’s sustainability risks and opportunities, and ensure the information are disclosed, focusing on substance and not merely form. This includes how close (or far) is the company from achieving its targets, and actions the company has or will take to address any gaps. Corporate Governance Overview Statement (cont’d)
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