The Board is also mindful of their wider obligations and considers the impact their decisions will have on the Group’s various stakeholders such as its patients, employees, shareholders, the community and the environment as a whole. Sustainability considerations have been integrated in corporate strategy, governance and decision-making to create sustainable value to its stakeholders. Board Charter The Board Charter describes the roles and responsibilities of the Board, Board Committees, individual Directors and Management. The Board Charter contains, among others, the principles for the operation of the Board and has a formal schedule of matters specifically reserved for the Board’s decision. The Board Charter is available for reference on the Company’s website at https://www.ihhhealthcare.com/ investors/corporate-governance. The Board reviews the Board Charter as and when it deems fit to ensure its applicability to the Company’s operating environment and to align with the applicable rules and regulations. The Board Charter was last reviewed and approved for adoption by the Board in June 2020. Limits of Authority The Limits of Authority (LOA) is a Group policy which prescribes the authority limits for the Board, Board Committees, GCEO and Senior Management personnel, to facilitate compliance with the principles of good corporate governance. Although the operations of the Group are governed by the LOA, the overall management and control of the business and affairs of the Group are vested in the Board. Where necessary, the Board shall review the LOA to fit the Group’s operating environment. The LOA was last updated in February 2020. Corporate Integrity The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The Board has, since 2013, established a Code of Conduct (the Code) which has been implemented throughout the Group. The Code provides for the ethics and standard of conduct expected of all employees when performing their roles for the Group. The Code was last reviewed and approved by the Board in November 2020 for adoption on 1 January 2021. The Group has also established a Third Party Code of Conduct which outlines the minimum standards for compliance by third parties in all business dealings with the Group. The Group expects all third parties with business dealings with the Group to comply with all applicable laws, regulations and standards as well as the Third Party Code of Conduct. The Board has also put in place a Board of Directors Conflict of Interest (COI) Policy since 2018 which provides a framework for all Directors of IHH and its subsidiaries in relation to disclosure of actual or potential conflicts of interest and the protocol in managing the conflicts. In August 2019, the Group established the Anti-Bribery and Corruption Policy (ABC Policy) which spells out the steps required in managing, escalating, assessing, preventing and reporting any potential or actual bribery and corruption during the course of business. IHH Group is committed to conducting its business with integrity and has a zero-tolerance policy against all forms of bribery and corruption and upholds all applicable laws in relation to anti-bribery and corruption. The ABC Policy was last revised in June 2023. In June 2023, the Group also established the Gifts, Hospitality, Donations & Sponsorship Policy (GHDS Policy) which serves to regulate the acceptable practices for the giving and receiving of gifts, hospitality, donations and sponsorships across IHH’s operations. The ABC Policy and GHDS Policy are aligned with the Whistleblowing Policy (further details as elaborated below) and the Code, aim to further enhance the Group’s existing processes in combating bribery and corruption consistent with the corporate liability provisions under Section 17A of the Malaysian Anti-Corruption Commission Act 2009. Read about the Code, Third Party Code of Conduct, ABC Policy and GHDS Policy at https://www.ihhhealthcare.com/ investors/corporate-governance. Whistleblowing Policy It is in the interest of our stakeholders that we maintain confidence in the integrity of the operations of IHH and all its operating subsidiaries. We have established a confidential reporting procedure that enables external parties, suppliers, contractors, key stakeholders, shareholders and employees to raise concerns to prevent or deter improper activities. A Whistleblowing Policy is in place within the Group since 2013 and it ensures that whistleblowers are protected from reprisals or victimisation as a result of making the information known in good faith. Read about our Whistleblowing Policy at https://www.ihhhealthcare.com/ investors/corporate-governance. Division of Roles and Responsibilities between the Chairman and the GCEO At IHH, the roles and responsibilities of the Chairman and GCEO are separated and clearly defined in the Board Charter in line with best practices. The separation of the positions of the Chairman and GCEO promotes accountability and facilitates the division of responsibilities between them so that no one individual can influence the Board’s discussion and decision-making. The Chairman is responsible for the leadership of the Board in its collective oversight of Management and is instrumental in creating the necessary conditions inside and outside the boardroom. The Chairman promotes and oversees the highest standards in the adoption and implementation of good corporate governance practices within the Board and Company. The Chairman also sets the Board agenda, Annual Report 2023 85
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