The Group also established and adopted the Anti-Bribery and Corruption Policy (“ABC Policy”), guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (Amendment 2018). The ABC Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices and to provide information and guidance to all employees, Directors and associated third parties on how to recognise and deal with bribery and corruption issues. The Group is committed to conducting business dealings in an honest and ethical manner. The ABC Policy can be viewed on the Company’s website, www.sasbadiholdings.com. (f) Directors’ Fit and Proper Policy The Board also adopted the Directors’ Fit and Proper Policy, that serves as a guide to the Nomination Committee and the Board in their review and assessment of candidates to be appointed to the Board as well as existing directors who are retiring and seeking re-election. The aforesaid policy serves to ensure that the person to be appointed or re-elected as a director possesses the necessary character and integrity, experience and competence as well as the ability to discharge and give appropriate commitment and participation and contribution to the Board and the Company. The Directors’ Fit and Proper Policy is published on the Company’s website at www.sasbadiholdings.com. (g) Sustainability The Board recognises the importance of sustainability, including environmental, social and governance (“ESG”) factors, as well as the associated risks and opportunities for the Group. To demonstrate its commitment, the Board has approved and adopted a Sustainability Policy. As the highest governing body, the Board holds overall responsibility for sustainability matters within the Group. The Board delegates the responsibility for identifying sustainability related risks of the Group to the Audit Committee. Both the Board and the Audit Committee work collaboratively to identify sustainability risks, and to develop strategies, plans and targets to address these risks. This process is reviewed annually with additional reviews conducted as necessary to ensure timely and effective action. The Group Managing Director leads the senior management team (collectively referred to as “Management”) in executing the sustainability strategies and plans. Management will report periodically to both the Audit Committee and Board on progress and outcomes. II. BOARD COMPOSITION As at 31 August 2025, the Board comprises three (3) Executive Directors (including the Group Managing Director) and four (4) Independent Non-Executive Directors (including the Chairman). This composition provides a balance mix of experience, expertise, skills and diversity, while ensuring an appropriate ratio between Executive and Independent Directors. The Board complies with paragraph 15.02 of the MMLR of Bursa Securities, which requires at least two (2) Directors or one-third (1/3) of the Board of the Company, whichever is higher, to be independent. This is aligned with Practice 5.2 of the MCCG, which recommends that at least half of the Board comprise Independent Directors. The Board, through the Nomination Committee, reviews its composition and size annually or as and when required. The Board, through the Nomination Committee, assesses the independence of the Independent Directors on an annual basis based on the criteria formulated by the Nomination Committee. This is to mitigate risks arising from conflict of interest or undue influences from interested parties. Based on the assessment for the FYE 31 August 2025, the Board reviewed, assessed and was satisfied with the independence demonstrated by all Independent Directors and their ability to act in the best interest of the Company. MCCG recommends that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years and, upon completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s redesignation as a Non-Independent Director. In the event the Board intends to retain an Independent Director beyond nine (9) years, they should provide justification and seek annual shareholders’ approval through a two-tier voting process. The Company has no policy to limit the tenure of its Independent Directors to nine (9) years without further extension. ANNUAL REPORT 2025 59 Corporate Governance Overview Statement (conঞ nued)
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