Annual Report 2023 71 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (Cont’d) Board Committees and Management (Cont’d) The Board reviewed and discussed reports submitted by the Executive Directors and/or the Management on the progress of the operations, business prospects, issues and challenges related to the projects, compliance management, forecast of financial results, financial performance and issues affecting the corporate image of the Group during the quarterly Board and Special Board meetings. The Board is also regularly kept informed by the Management on the Group’s local and overseas operations, the latest laws and regulations and current issues. In May 2023, the ESOSC reviewed and recommended the allocation of ESOS Options to the existing and newly appointed Directors of the Company. Promoting Good Business Conduct The Board has in place the Code of Conduct and Ethics for Directors (Executive and Non-Executive Directors) which describes the standards of business undertaking and ethical behaviour for Directors in the performance and exercise of their duties and responsibilities as Directors of the Company or when representing the Company. As part of the Group’s commitment against all forms of bribery and corruption, the Company has in place the Anti-Bribery AntiCorruption (“ABAC”) Policy in compliance with the Section 17A of Malaysian Anti-Corruption Commission (“MACC”) Act, 2009 on corporate liability for corruption offences. The Company has in place the Whistleblowing (“WB”) Policy for its Directors and employees of the Group and is designed to provide them with proper internal reporting channels and guidance to disclose any wrongdoing or improper conduct relating to unlawful conducts, inappropriate behaviour, malpractices, any violation of established written policies and procedures within the Group or any action that is or could be harmful to the reputation of the Company and/or compromise the interests of the shareholders, clients and the public without fear of reprisal, victimisation, harassment or subsequent discrimination. In May 2022, the Board engaged an external legal consultant to conduct a review of the ABAC and WB Policies. Based on the outcome of the adequacy test, the external legal consultant is satisfied that the ABAC and WB Policies are in line with the core principles enunciated in the Guidelines on Adequate Procedures pursuant to Subsection (5) of Section 17A of the MACC Act 2009. The Group’s Employee Handbook and Employees Business Conduct guidelines serve as guidelines for its employees to adhere in order to comply with the applicable laws and ethical standards to govern and ensure long-term growth, development and sustenance of the Group. In April 2023, the Group’s Employee Handbook has been revised with a number of improvements to the benefits, maternity and paternity leave entitlement in line with the amendments to the Employment Act, 1955. In line with the enhanced requirements in the MMLR of Bursa Malaysia, the Company has in May 2022 established the Directors’ Fit and Proper Policy to ensure that individuals of high calibre who possess the right character, experience, expertise, integrity, track record and qualifications are appointed on the Board of the Company and its subsidiaries. All candidates to be appointed to the Board of the Company, including those seeking for re-election/re-appointment, shall undergo a review of fit and properness by the Board in accordance with the Directors’ Fit and Proper Policy. The details of the Code of Conduct and Ethics for Directors, ABAC Policy, WB Policy and Directors’ Fit and Proper Policy are available on the Company’s website at www.datasonic.com.my.
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