• Identify principle business risks faced by the Group and ensuring the implementation of appropriate internal controls and mitigating measures to manage such risks; • Develop and maintain an effective succession plan for all senior management positions; • Review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the Company’s continued ability to compete effectively in the marketplace; • Review the adequacy and integrity of the Company’s management information and internal control system; • Ensure that there is a sound framework of reporting internal controls and regulatory compliance; and • Oversee the Group’s adherence to high standards of conduct or ethics and corporate behaviour, including the Code of Ethics for directors. In executing its duties, the Board is supported by the Senior Management team who provides the Board with all required information on a timely basis so that the Board is in the best position possible to make informed decisions in the best interests of the Group. The Senior Management team comprises highly experienced, industry professionals with the necessary competencies and capabilities to undertake their respective roles within the Matrix organisation. The Senior Management team is responsible for translating broad business and strategic goals set by the Board into operational targets and objectives; and to develop and implement plans towards achieving the set targets and objectives. Further disclosure on the Board’s roles and responsibilities is given in the Group’s CG Report, which is available at: www.mchb.com.my. SEPARATION OF THE ROLES OF CHAIRMAN AND THE GROUP MANAGING DIRECTOR In ensuring independence of function and an effective system of check and balance, the role of Chairman, Group Executive Deputy Chairman (“GEDC”) and Group Managing Director (“GMD”) are held by three different individuals at all times. There is a clear division of responsibilities and authority between all three positions at all times. Kindly refer to the CG Report at www.mchb.com.my for detailed explanation of the delineation of roles and responsibilities for the three positions. BOARD ACCESS TO INFORMATION AND ADVICE The Board has full access to all Group and Company’s Information at all times. This includes information on financial, operational, corporate, regulatory, business development and audit matters, by way of Board reports, or upon specific requests by the Board, the respective Board Committees or by individual Board members. Board members are provided with Board papers and other relevant information – five (5) to seven (7) days prior to meetings. Board members may also seek external advice at the Company’s expense should they feel this is necessary in facilitating the execution of their duties. Requests for independent professional advice are to be approved by the Chairman of the Board prior to any director or directors seeking such advice. QUALIFIED AND COMPETENT COMPANY SECRETARY The Board is supported by a professionally qualified and highly experienced Company Secretary. All directors may consult the Company Secretary on matters regarding their fiduciary duties, responsibilities and authority. The role of the Company Secretary includes advising the Board and its members on related policies and procedures, matters pertaining to Company’s Law and the Company’s Constitution and other matters. CORPORATE GOVERNANCE OVERVIEW STATEMENT INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 105
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