PRG Holdings Berhad Annual Report 2018

The Board of Directors of PRG (“the Board”) fully subscribes to and ensure that the high standard of corporate governance (“CG”) are observed and practiced throughout the Company and its subsidiaries (“the Group”) in the pursuit of achieving the corporate objectives, protecting and enhancing shareholders’ value. This CG Overview Statement (“this Statement”) is presented to the shareholders and investors to provide an overview of the CG practices of the Company under the leadership of the Board during FY2018. This Statement is prepared in accordance with Bursa Securities’ MMLR, and the Malaysian Code on Corporate Governance (“MCCG”). This Statement is to be read together with the Company’s CG Report which is available on the Company’s website. The CG Report provides detailed explanation on the application by the Group of the CG practices as set out in the MCCG during FY2018. 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. 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 of 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 the Company to ensure balance of power and authority. The day-to-day management of the business of the Group is delegated to Management, headed by the Group Managing Directors assisted by the Executive Directors. The Board Charter is a comprehensive reference document for the Board on the matters related to the functions and responsibilities of the Board and Board Committees, as well as its processes. The Board Charter also specifies matters reserved exclusively for the Board’s review and approval. On 20 March 2019, the Board 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 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 is supported by two (2) professional Company Secretaries who are experienced and qualified pursuant to the requirements of the Companies Act 2016. The Board have full and unrestricted access to the Company Secretaries who has vast knowledge and are supported by a dedicated team of company secretarial personnel. During FY2018, the Company Secretaries have discharged their duties and responsibilities and continue to guide and provide advisory services to the Board, especially on corporate governance related issues and updates on relevant regulatory requirements for compliance with the relevant policies and procedures, law and regulatory requirements and others administrative matters to assist the Board 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 setting out the scheduled dates for meetings of the Board and Board Committees is prepared and circulated in advance to enable the Directors to plan in advance. Exceptions will be given if urgent matters arise which requires the Board’s attention. The annual meeting calendar also sets out the closed periods for dealings in the securities of the Company to be strictly adhered to by the Directors and Principal Officers based on the targeted date of announcement of the Group’s interim financial results every quarter . CORPORATE GOVERNANCE OVERVIEW STATEMENT 2018 A N N U A L R E P O R T 42