PRG Holdings Berhad Annual Report 2017

Corporate Governance Overview Statement • PRG HOLDINGS BERHAD 44 The Board of Directors of PRG (“the Board”) fully subscribes to and ensure that the high standard of corporate governance are observed and practiced throughout the Group in the pursuit of discharging its roles and responsibilities to protect and enhance shareholders’ value and financial performance of the Group. This statement is presented to the shareholders and investors to provide them an overview of the corporate governance (“CG”) practices of the Company under the leadership of the Board during FY2017. This statement is prepared in accordance with Bursa Securities’ MMLR, and Securities Commission Malaysia (“SC”) Malaysian Code on Corporate Governance (“MCCG”). This statement is to be read together with the Company’s Corporate Governance Report (“CG Report”) which is available on the Company’s website. The CG Report provides the detailed explanation on how the Company applies the corporate governance practices as set out in the MCCG during FY2017. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board is responsible in formulating and reviewing the Group’s strategic direction and management of the Group. In discharging its roles and responsibilities, the Board is guided by the approved Board Charter and all other policies implemented by the Company. The Board always ensures that good corporate governance culture is practiced in the Company, and it also ensures effective leadership through oversight on the management and monitoring of the goals, budget, activities, performance, compliance and control in the organisation. The Board Members exercise due diligence and care in discharging their duties and responsibilities to ensure that high ethical standards are applied through compliance with relevant rules and regulations, directives and guidelines, and act in the best interests of the Group and its shareholders. The Chairman leads the Board by setting the tone at the top, and managing the Board’s effectiveness by focusing on strategy, governance and compliance. The positions for the Chairman of the Board and Group Managing Director are held by different individuals with clear division of roles and responsibilities as defined in the Board Charter of PRG (“Board Charter”). The Board Charter is a comprehensive reference document for the Directors on the matters related to the Board and its sub-committees, and its processes. The Board Charter also specifies matters reserved exclusively for the Board’s approval. On 15 March 2018, the Board has reviewed and approved the amendments to the Board Charter to be in line with the changes in regulations and best practices applicable to the Group. The Board has in place the Code of Conduct to maintain discipline and order in the workplace. As part of the Company’s commitment to uphold the highest standard of the Code of Conduct, the Whistle Blowing Policy aims to provide a safe and acceptable platforms for all Directors and employees to report unethical behaviour, suspected fraud or violation of the Company’s Code of Conduct has also been formulated and established. Further details of the Board Charter, Code of Conduct and Whistle Blowing Policy are set out in Practice 2.1, Practice 3.1 and Practice 3.2 in the CG Report, and these documents are available on the Company’s website at http://www.prg.com.my/investor-relations/ (“the Company’s Website”). The Board members have full and unrestricted access to the two (2) Company Secretaries (both have legal qualification and are qualified to act as Company Secretary under the Companies Act 2016) who provide advisory services to the Board, especially on corporate governance issues and compliance with the relevant policies and procedures, law and regulatory requirements and other administrative matters in order to discharge their duties effectively. The Board meets on quarterly basis to review the Company’s financial, operational and business performance, amongst others. In order to facilitate the Directors’ time planning, the annual meeting calendar is prepared and circulated in advance to enable the Directors’ to plan in advance. Exceptions will be given if urgent matters arise which require the Board’s consideration. The calendar provides the Directors with the scheduled dates for meetings of the Board and Board Committees, the Annual General Meeting, as well as the closed periods of dealings in securities by Directors based on the targeted date of announcement of the Group’s quarterly announcement.