MKH Annual Report 2020

CORPORATE GOVERNANCE 50 ANNUAL REPORT 2020 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) 7. Code of Ethics and Conduct (Cont’d) The Ethics Conduct covers the areas of conflict of interest, confidential information, insider information and securities trading, protection of Group’s assets and etc. The details of the Ethics Conduct are available for reference at the Company’s website at www.mkhberhad.com. 8. Whistleblowing Policy The Board has put in place Whistleblowing Policy , a mechanism for its employees and stakeholders to report any concerns relating to possible improper conduct within the Company in matters relating to financial, compliance, misconduct, wrongdoing and other malpractices in an appropriate manner. The Group encourages its employees to raise genuine concerns within the Group in an appropriate way without the fear of retaliation and the identity of the whistleblower will be protected and kept confidential. The Whistleblowing Policy is posted on the Company’s website at www.mkhberhad.com. 9. Anti Bribery and Corruption Policy The Board has adopted an Anti Bribery and Corruption Policy (“Policy”) which sets out its expectations for internal and external parties working for and on behalf of the Group in preventing bribery or corrupt practises in relation to the Group’s businesses. This Policy which was approved by the Board will be reviewed at least once every year taking into consideration changes in the law and regulatory requirements. The Anti Bribery and Corruption Policy is posted on the Company’s website at www.mkhberhad.com. II. BOARD COMPOSITION The Board presently has seven (7) members comprising three (3) Executive Directors including the Chairman and Managing Director, and four (4) other Independent Non-Executive Directors. This is in line with Chapter 15.02 of the MMLR of Bursa Securities, which requires that at least two (2) Directors or one-third (1/3) of the Board of the Company, whichever is the higher, are independent directors and the best practice where the Board must comprise a majority of independent directors where the Chairman of the Board is not an independent director. The present Senior Independent Non-Executive Director, Haji Mohammed Chudi bin Haji Ghazali has expressed his intention to retire and not to seek retention in office at the forthcoming Annual General Meeting (“AGM”). The Board has identified and will appoint En. Jeffrey bin Bosra as the Senior Independent Non-Executive Director of the Company, upon his re-election and retention at the 41st AGM, to whom concerns of shareholders, management, employees, and others may be conveyed by way of writing to the Company’s registered address or electronic mail to jeffrey@mkhberhad.com or contact via Tel: +603-8737 8228 . The Independent Directors led by Haji Mohammed Chudi bin Haji Ghazali provide a broader view, independent and balanced assessment of proposals from the Executive Directors. The Board having reviewed its size and composition is satisfied that its current size and composition is well balanced, with diverse professional background, skills, expertise and knowledge in discharging its responsibilities for the proper functioning of the Board and fairly reflects the investment in the Company by shareholders apart from the largest shareholder. Furthermore, the current number of Board members is conducive for efficient deliberations at Board meetings and effective conduct of Board decision-making. Brief profile of each Director is detailed under Profile of Directors in this Annual Report.