ENRA Group Berhad Annual Report 2018

26 E N R A G R O U P B E R H A D ( 2 3 6 8 0 0 - T ) CORPORATE GOVERNANCE OVERVIEW STATEMENT cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) I. Board Responsibilities (Cont’d) The Board has adopted a Board Charter, which sets out its roles, functions, composition, operation and process giving consideration to the principles of good corporate governance and requirements of the MMLR of Bursa Securities. The Board has also adopted a Directors’ Code of Ethics, which outlines the conduct required of the Board members individually in order for them to discharge their duties in a professional, honest and ethical manner. The Company has a Code of Business Conduct which is applicable to employees within the Group and it governs the desired standards of behavior and ethical conduct expected from each individual to whom the Code applies. The Board has also put in place a Whistleblowing Policy, which sets out the principle and grievance procedures for employees, subsidiaries and members of the general public to raise genuine concerns of possible improprieties perpetrated within the Group. The details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct and Whistleblowing Policy can be found on the Company’s website (www.enra.my ). The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to carry out their duties effectively and diligently. The Board also has unrestricted access to the service of the Company Secretary who is qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretary provides advisory services to the Board in relation to corporate governance matters and compliance with the relevant policies and procedures. II. Board Composition The strength of the Board lies in the composition of its members who have a wide range of expertise, extensive experience and diverse backgrounds. As at the date of this Statement, the Board consists of eight members comprising an Independent Non-Executive Chairman, a Senior Independent Non-Executive Director, two other Independent Non-Executive Directors, one Non-Independent Non-Executive Director and three Executive Directors (including the President & Group Chief Executive Officer). The Board composition meets the requirement of Practice 4.1 of the MCCG where at least half of the Board comprises Independent Directors. The Directors, with their different backgrounds and specialisations, collectively bring with them not only the industry knowledge but also a wide range of experience and expertise in areas such as finance, engineering, strategic planning, economics and project management. There is no individual Director or group of Directors who dominates the Board’s decision-making. The Non-Executive Directors contribute significantly in areas such as policy and strategy, performance monitoring, allocation of resources as well as improving governance and controls.The Independent Non-Executive Directors apply objective and independent judgement to the decision- making process of the Board and provide the check and balance. Accordingly, and taking into account of the experience, qualifications, capabilities and knowledge of the Company’s Independent Non-Executive Directors, the Board is satisfied that the current Board composition fairly reflects the interests of the Company’s minority shareholders and is adequate to ensure that the highest standards of corporate governance, ethical conduct and integrity are maintained by the Company for the benefit of all stakeholders. In this regard, the Board through the BNRC, will review the size and composition of the Board and its Board Committees annually, to determine if the Board and the Board Committees have the right size and sufficient diversity that fits the Company’s objectives and strategic goals. During the financial year, the BNRC had conducted a specific review of the composition of the Board Committees in January 2018 to ensure these Board Committees would continue to assist the Board efficiently and effectively in light of the Practices prescribed in the MCCG. In line with the Board’s commitment towards application of high standards of corporate governance principles, changes recommended by the BNRC were approved and implemented.