PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) 1. Board Duties and Responsibilities (Cont’d) T he Board has since 2020 approved the adoption of Anti Bribery and Corruption Policy which is implemented across the Group at all levels. T he Board Charter, the Code of Ethics and Conduct, the Whistleblowing Policy, the External Auditors Assessment Policy, the Anti Bribery and Corruption Policy and the Fit and Proper Policy which were approved and adopted by the Board are available for viewing at www.mkhberhad.com. 2. Chairman of the Board T he Board is led by an experienced Executive Chairman, who is accountable for ensuring the integrity and effectiveness of the governance process of the Board. T he Executive Chairman is primarily responsible for the orderly conduct of the Board meetings and ensure effectiveness of the Board as well as to ensure that all strategic and critical issues are discussed by the Board in a timely manner. 3. Separation of Position of Chairman and Chief Executive Officer (“CEO”) T he roles and responsibilities of CEO in the Company is assumed by the Managing Director (“MD”). There is a clear division of responsibilities to ensure a balance of authority and power as the roles of the Chairman and the MD are held by two different individuals. The responsibilities of the Chairman and the MD are set out in the Board Charter. T he MD is responsible for the development and implementation of the Board policies and business direction, formulating business strategies for the Group’s business operation based on effective risk management controls and overseeing and managing the day-to-day operation of the Group, including defining the limits of Management’s responsibilities. 4. Qualified and Competent Company Secretary T he Board is supported by a qualified and competent Company Secretary under the Companies Act 2016 in carrying out the roles and responsibilities and ensuring that Board meeting procedures are followed. The Board has direct access to the professional advice and services of the Company Secretary especially relating to procedural and regulatory requirements such as company and securities laws and regulations, governance matters and MMLR of Bursa Securities. The profile of the Company Secretary is provided on page 85. T he Company Secretary attends the Board Meetings and Board Committees’ meetings to ensure that all deliberation of issues discussed and decisions/conclusions made are recorded accurately. The Company Secretary also facilitates timely communication of decisions made by the Board at Board Meetings to the Senior Management team for action and work closely with the Senior Management team to ensure that there are timely and appropriate information flow within and to the Board and Board Committees, and between the Non-Executive Directors and the management. T he Company Secretary constantly keeps himself abreast with the latest regulatory changes and/or development in corporate governance by attending the necessary trainings, conferences, seminars and/or workshops to ensure effective discharge of his advisory role to the Board. CORPORATE GOVERNANCE OVERVIEW STATEMENT MKH BERHAD | ANNUAL REPORT 2023 87
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