MKH Annual Report 2017

PRINCIPLE 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (continued) Board Responsibilities The Group is headed by the Board that leads and controls the overall performance of the Group. The role of the Board includes the following six (6) specific areas: (a) reviewing and adopting strategic plans for the Group; (b) overseeing the conduct of the Group’s businesses to evaluate whether the businesses are being properly managed; (c) identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; (d) succession planning, including the implementation of appropriate systems for appointing, training, fixing the compensation of and where appropriate, replacing senior management and the Board acknowledges the importance of readiness of talent pool for succession planning; (e) developing and implementing an investor relations programme for the Company, as it is important that the Company is able to communicate effectively with its shareholders; and (f) reviewing the adequacy and the integrity of the Group’s internal control systems and management systems; including systems for compliance with applicable laws, regulations, rules, directives and guidelines. To ensure effective discharge of its responsibilities, the Board delegates specific powers to other Board committees as prescribed under the MCCG 2012: (a) Executive Committee; (b) Audit Committee; (c) Risk Management Committee; (d) Nomination Committee; (e) Remuneration Committee; and (f) Sustainability Reporting Committee. Each of the Board committees operate within the defined terms of reference that have been approved by the Board. The respective committees’ chairman will report to the Board on any significant developments and deliberations conducted at the Board committee level. The Board reserves to itself certain key matters to approve, including the Group’s strategic plans, major capital expenditure, corporate governance issues and external financial reporting. The Board delegates responsibility for the day-to-day operation of the business to the Executive Directors and recognises its responsibility for ensuring that the Company operates within a framework of prudent and effective controls. The Independent Directors are involved in various committees and play a crucial role of bringing objectivity to the decisions made by the Board. They provide independent judgement, experience and objectivity without being subordinated to operational considerations to ensure that the interests of all stakeholders are taken into account and relevant issues are subjected to objective and impartial consideration by the Board. The management is accountable for the execution of the Group’s corporate objectives, while the committee complements and reinforces the above execution through supervisory role. Statement on Corporate Governance 42 MKH Berhad • Annual Report 2017