PRG Holdings Berhad Annual Report 2019

ANNUAL REPORT 2019 43 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors of PRG Holdings Berhad (“the Company”) (“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 (“the 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 the FY2019. This Statement is prepared in accordance with 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 at www.prg.com.my (“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 FY2019. 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 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. During FY2019, the positions of the Chairman of the Board and Group Chief Executive Officer were 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 was delegated to Management, headed by the Group Executive Vice Chairman and Group Chief Executive Officer 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 6 May 2020, the Board reviewed the Board Charter to ensure it remain consistent with the 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 Policies and Procedures aims to provide a safe and acceptable platform 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. Apart from the Whistle Blowing Policy, the Company has also adopted an Anti-Bribery and Corruption Policy in order to achieve and maintain the highest standard of integrity and work ethics in the conducts of its business and operations as well as complying with all applicable laws including the Malaysian Anti-Corruption Commission Act 2009. The Anti-Bribery and Corruption Policy provides guidance to all employees and associates of the Group relating to the specific acts of bribery and corruption and also related matters such as proper reporting and accounting. Further details of the Board Charter, Code of Conduct, Whistle Blowing Policy and Anti-Bribery and Corruption 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. 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 FY2019, 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.