18 SECTION 04 : CORPORATE GOVERNANCE Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) I. Board Responsibilities (Cont'd) In carrying out its responsibilities, the Board has delegated specific functions to its Board Committees, namely the Audit, Risk Management and Sustainability Committee (“ARMSC”), the Board Nomination and Remuneration Committee (“BNRC”) and the Employees’ Share Scheme Committee (“ESSC”). To ensure that the direction and control of the Group remain with the Board, each Board Committee operates within clearly defined terms of reference (“TOR”), and reports its deliberations, recommendations and decisions to the Board on a regular basis. The Chairman of the respective Board Committees report on the proceedings of their meetings to the Board. While these Board Committees assist the Board in enhancing operational efficiency and effectiveness, the Board remains collectively responsible for the direction, control and affairs of the Company and the Group. The ultimate responsibility for all decisions rests with the Board. The TOR of the ARMSC, BNRC and ESSC are available on the Company’s website at www.enra.my. The Board has adopted a Board Charter, which sets out its roles, responsibilities, composition, functions and processes, taking into consideration the principles of good corporate governance and the requirements of the MMLR of Bursa Securities. The Board Charter serves as a key reference document for Directors and is reviewed periodically to ensure it remains relevant and aligned with the Company's needs and regulatory developments. The Board has also adopted a Directors’ Code of Ethics, which outlines the standards of conduct expected of Directors in discharging their duties with professionalism, integrity and ethical responsibility. In addition, the Company has adopted a Code of Business Conduct applicable to all employees across the Group, which sets out standards of behaviour and ethical conduct expected of individuals in the performance of their duties and responsibilities. The Board has adopted a Whistleblowing Policy, which provides a framework and reporting channels for employees and other stakeholders to raise genuine concerns regarding suspected misconduct, unethical conduct or improper practices within the Group. The policy supports the Group’s core values, Code of Business Conduct and governance framework, and encourages disclosures to be made without fear of retaliation, victimisation, harassment or discriminatory treatment. Reports may be submitted either orally or in writing, including through letters or electronic mail, and are subject to appropriate investigation procedures. Following the introduction of the corporate liability provision under Section 17A of the Malaysian AntiCorruption Commission Act 2009, the Board has adopted ENRA Group’s Anti-Corruption Policy & Procedure in May 2020 to strengthen the Group’s commitment to preventing bribery and corruption. The Company further enhanced its anti-corruption framework through the adoption of the Gifts and Hospitality Reporting Guidelines, which provide guidance on acceptable standards relating to gifts and hospitality and support the maintenance of high standards of integrity in the conduct of the Group’s business activities. In line with Paragraph 15.01A of the MMLR of Bursa Securities, the Board adopted a Directors’ Fit & Proper Policy on 24 November 2022 to guide the appointment, election, re-election and re-appointment of Directors. The Board also adopted a Sustainability (ESG) Policy on 24 November 2022, which provides guidance on conducting business responsibly to create long-term value for stakeholders while enhancing the Group’s long-term performance and resilience. On 22 February 2024, the Board has adopted a revised TOR of the ARMSC, which expanded the Committee’s responsibilities to include the review of conflict of interest (“COI”) and potential COI situations, the measures undertaken to address such situations, and the related disclosure requirements under the MMLR. On the same date, the Board also adopted a Conflict of Interest Policy for Directors and Key Senior Management to provide guidance on identifying, disclosing and managing actual, potential and perceived COI, while supporting high standards of integrity and ethical conduct.
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