PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) By maintaining independence from management, Non-Executive Directors play a vital role in challenging and evaluating decisions, policies, and strategies proposed by executive management. Their objective perspective and freedom from operational responsibilities allow them to offer constructive criticism, ask probing questions, and provide valuable insights into governance matters. This commitment to independence fosters an environment conducive to robust deliberations and informed decision-making, ultimately enhancing the effectiveness and accountability of the Board in fulfilling its fiduciary duties to shareholders and stakeholders alike. III. REMUNERATION The Board has implemented a Directors and Senior Management’s Remuneration Policy, which is clear, transparent, and designed to support and drive business strategy and long-term objectives of the Group. In this regard, the Remuneration Committee (“RC”) is responsible for formulating and reviewing the remuneration policies for the Directors of the Group to ensure that it remains competitive, appropriate, and in line with the prevailing market practices. The RC considers various factors, such as market benchmarks, company performance, individual performance, and other relevant criteria to make equitable and well-informed remuneration decisions. The Board conducts review of Senior Management remuneration to ensure that the Group continues to retain and attract the right talent within the industry. The proposed salary structure, which is duly considered by the RC, is presented to the Board for approval and implementation. For further details on how the Board operates effectively and discharges its collective responsibility for the long-term sustainable success of the Group, please refer to the Corporate Governance Statement set out on pages 132 to 149 of this IAR2023. PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. AUDIT COMMITTEE (“AC”) The AC plays a key role in upholding the integrity and transparency of corporate reporting. It comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director that provides essential assurance to the Board regarding the robustness of risk management, internal controls and assurance processes within the Group. The AC’s primary responsibility is to review and where necessary, to challenge Management to ensure appropriate disclosures of accounting treatment and accounting policies are made. Additionally, it monitors potential risks affecting the Group and ensures the implementation of mitigating measures to safeguard the health, safety and business continuity of the Group. In line with the MMLR of Bursa Securities, the AC’s responsibilities extend beyond reviewing and reporting on related party transactions and Conflict of Interest (“COI”). The AC’s role is expanded to reviewing and reporting on related party transactions and COI that have ‘arisen or persisted’ and on the measures taken to resolve, eliminate or mitigate such COI. During FY2023, the AC, supported by the internal audit function, undertook a comprehensive review of various areas within the Group to ascertain the adequacy of controls and effective management processes were in place. These areas included: (a) Telemarketing Department; (b) Human Resources Department; (c) Operations Department (Logistic); (d) Operation Management (ESC); and (e) Management of Information System. CORPORATE GOVERNANCE OVERVIEW (cont’d) ANNUAL REPORT 2023 129 II. BOARD COMPOSITION GOVERNANCE
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