A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 2. Separation of Positions of Chairman and Group Managing Director (cont’d) The Board has delegated the responsibility of overseeing the day-to-day management of the Group’s business operations and the implementation of policies and strategies to the Group Managing Director, Wong Thean Soon, and the Management team. This delegation aims to achieve the Group’s objective of creating long-term value for its shareholders. The Board views that the Chairman of the Board should not be involved in any Board Committees. This measure ensures that checks and balances as well as objectivity will not be impaired/influenced by the Chairman of the Board who also sits on Board Committee(s). Therefore, our Chairman of the Board is not a member of any of the Board Committees, which is in line with the MCCG. 3. Supply of and Access to Information All Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs in a timely manner which enables them to perform their duties effectively. Procedures have been established to ensure the timely dissemination of Board and Board Committees papers to all Directors and members of the Board Committees ahead of the scheduled meetings. Notices of meetings are sent to each Director at least seven (7) days prior to the meeting date. After each meeting, the Company Secretary drafts the minutes of meeting and circulates them in a timely manner. All matters discussed and resolutions passed at each Board Meeting is recorded in the minutes. Generally, the circulated Board papers would include minutes of the previous meeting, quarterly and annual financial statements, corporate developments, minutes of Board Committees’ meetings, acquisition and disposal proposals, related party transactions and/or recurrent related party transactions, COI and/or potential COI of Directors and Key Senior Management, updates from Bursa Securities, list of directors’ circular resolutions passed and reports on the Directors dealings in securities, if any. In addition, Management is often invited to attend Board meetings to provide detailed explanations on agenda items. The internal and external auditors would brief Board members on the operations of the Group as well as the financial reporting standards that would affect the Group’s financial statements during the period. As and when necessary, the Board may seek independent professional advice at the Group’s expense, in the furtherance of their duties. Technology is effectively utilised in Board and Board Committees’ meetings. The agenda and meeting materials are sent online to Directors before the hardcopy versions of the same. Where the Directors are in remote areas or overseas, they are encouraged to participate meetings via audio or video conferencing. 4. Commitment of the Board The Board would meet at least four (4) times a year, at quarterly intervals which are scheduled at the onset of the financial year to help facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened where necessary to address urgent and important matters that require the attention of the Board. All pertinent issues discussed in Board meetings are properly recorded by the Company Secretary. Where appropriate, the Board may also resolve and approve various matters by way of written resolutions. CORPORATE GOVERNANCE STATEMENT (cont’d) 134 MY E.G. SERVICES BERHAD Registration No. 200001003034 (505639-K) BOARD LEADERSHIP AND EFFECTIVENESS
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