ANNUAL REPORT 2021 111 GOVERNANCE CORPORATE GOVERNANCE STATEMENT The Board recognises the importance of corporate governance and is committed to ensure that the principles and best practices in corporate governance as set out in the MCCG are observed and practised throughout the Group. This is to ensure that the affairs of the Group are conducted with integrity and professionalism, in compliance with the law, regulatory requirements and rules, and ethically with the objective of safeguarding shareholders’ investment and ultimately enhancing shareholders’ value. The Board is pleased to provide the following statement on how the Group has adopted and applied the principles and complied with the best practices outlined in the MCCG and Paragraph 15.25 of the MMLR of Bursa Securities. A. BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities 1. Board of Directors The Group is led by an effective and experienced Board, with members from diverse background and specialisation possessing a wide range of expertise in areas such as finance, corporate affairs, accounting, marketing, human resources, and legal. Collectively, they bring broad range of skills, experience and knowledge which give added strength to the leadership in managing and directing the Group’s operations. There is a clear division of functions between the Board and the Management to ensure that no single individual or group dominates the decision-making process. The Directors, individually have a legal duty to act in the best interest of the Group and are collectively aware of their responsibilities to the stakeholders for the manner in which the affairs of the Group are managed. The Board’s responsibilities, amongst others, include:- z working together with the Senior Management to promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour; z reviewing, challenging and deciding on Management’s proposals for the Group, and monitoring its implementation by the Management; z ensuring that the strategic plan of the Group supports long-term value creation which includes strategies on economic, environmental and social considerations underpinning sustainability; z supervising and assessing Management performance to determine whether the business is being properly managed; z ensuring there is a sound framework for risk management and internal controls; z understanding the principal risk of the Group’s business and recognising that business decisions involve the taking of appropriate risks; z setting the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate Risk Management Framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; z ensuring that Senior Management has the necessary skills and experience, and that there are measures in place to provide for the orderly succession of the Board and Senior Management; z ensuring that the Group has in place procedures to enable effective communication with stakeholders; and z ensuring the integrity of the Group’s financial and non-financial reporting. To assist in the discharge of its responsibilities, the Board has established the following Board Committees to perform certain of its functions and to provide recommendations and advice:- (i) NC (ii) RC (iii) AC (iv) RMC (v) EC Each Board Committee operates within their approved Terms of Reference set by the Board which are periodically reviewed. The Board appoints the chairman and members of each Board Committee. The chairman of the respective Board Committees will report to the Board on the outcome of any discussions held at the Board Committee meeting and make recommendations thereon to the Board. Ultimate responsibility for the final decision on all matters, however, lies with the Board.
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