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 believes that the Chairman of the Board should not be involved in any Board Committees. This ensures that checks and balances as well as objectivity, are not compromised or influenced by the Chairman’s participation in Board Committees. Therefore, in line with the MCCG, the Chairman of the Board is not a member of any Board Committees. 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. This access is provided in a timely manner, enabling them to discharge their duties effectively. Procedures have been established to ensure the timely dissemination of Board and Board Committees papers to all Directors and Board Committee members well in advance of scheduled meetings. Notices of meetings are sent to each Director at least seven (7) days prior to the meeting date. Following each meeting, the Company Secretary drafts and circulates the minutes promptly. These minutes serve as a comprehensive record of all matters discussed and resolutions passed at the meeting. The circulated Board papers typically include: • Minutes of the previous meeting; • Quarterly and annual financial statements; • Updates on corporate developments; • Minutes of Board Committee meetings; • Related party transactions and/or recurrent related party transactions; • Conflict of Interest (“COI”) and/or potential COI involving Directors and Key Senior Management; • Updates from Bursa Securities; • A list of directors’ written resolutions passed; and • Reports on the Directors dealings in securities, if any. Additionally, Management is often invited to Board meetings to provide in-depth briefings and clarifications on specific agenda items. The internal and external auditors provide briefing on the Group’s operations and evolving financial reporting standards. This ensures the Board remains informed of any developments that may impact the Group’s financial statements during the period. To further discharge their duties effectively, the Board may seek independent professional advice at the Group’s expense, as and when required. Technology is leveraged to enhance the efficiency of Board and Board Committee meetings. Agendas and meeting materials are distributed electronically to Directors before the provision of hard copy versions. To ensure consistent participation, Directors who are travelling or located remotely are encouraged to join via audio or video conferencing, facilitating active involvement regardless of location. 4. Commitment of the Board The Board meets at least four (4) times a year, at quarterly intervals, with meeting dates scheduled at the beginning of the financial year to assist Directors in planning their schedules. Additional meetings are convened as necessary to address urgent and important matters that require the Board’s attention. All key issues discussed during Board meetings are accurately recorded by the Company Secretary. Where appropriate, the Board may also resolve and approve matters through written resolutions. CORPORATE GOVERNANCE STATEMENT (cont’d) 166
RkJQdWJsaXNoZXIy NDgzMzc=