PRG Holdings Berhad Annual Report 2020

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 financial year ended 31 December 2020 (“FY2020”). This Statement is prepared in accordance with Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”) 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 FY2020. 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. The day-to-day management of the business of the Group was delegated to Management, headed by the Group Executive Vice Chairman assisted by the Executive Directors. The Board Charter is a source of reference for the Board on 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. The Board ensures that the Board Charter is reviewed every year so as to remain consistent with the Board’s objectives and responsibilities. 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 and Guidelines 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. During FY2020, in line with the Government’s commitment to combat corruption, the Company has adopted an Anti-Bribery and Corruption Policy to ensure that the Group uphold and maintain the highest standard of integrity and ethical conduct of its business and operations as well as complying with all applicable laws including the Malaysian Anti-Corruption Commission Act 2009. The Group’s Anti-Bribery and Corruption Policy provides, amongst others, guidance to all employees and associates of the Group to prevent bribery and corruption in all business dealings and also related matters such as proper reporting process and procedures. Further details of the Board Charter, Code of Conduct, Whistle Blowing Policy and Guidelines 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 has full and unrestricted access to the Company Secretaries who has vast knowledge and are supported by a dedicated team of company secretarial personnel. During FY2020, 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. PRG HOLDINGS BERHAD Corporate Governance Overview Statement 38