MY E.G. SERVICES BERHAD Registration No. 200001003034 (505639-K) 112 CORPORATE GOVERNANCE STATEMENT (CONT’D) A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 1. Board of Directors (cont’d) The Board may form other committees delegated with specific authorities to act on its behalf when the needs arise. These committees will then operate under approved Terms of Reference or guidelines. Board meeting agenda comprises statutory matters, governance and management reports, which includes strategic risks, strategic projects and operational items. The profile of each Director is presented on page 32 to page 38 of this Annual Report. 2. Separation of Positions of Chairman and Group Managing Director The Board recognises the importance of having clear division of power and responsibilities between the roles of the Chairman of the Board and Group Managing Director to ensure that there is equilibrium of power and authority in managing and directing the Group. The role of the Chairman of the Board and the Group Managing Director are distinct and separate to engender accountability and facilitate a clear division of responsibilities to ensure there is a balance of power and authority in the Group. This segregation of roles also facilitates a healthy open exchange of views between the Board and Management in their deliberation of businesses, strategies and key activities of the Group. The Executive Chairman of the Board, Dato’ Dr Norraesah Binti Haji Mohamad, is primarily responsible for the effective and efficient conduct and working of the Board. She leads the Board with focus on governance and compliance and acts as a facilitator at Board meetings. The Chairman of the Board’s key responsibilities, amongst others, include:- z providing leadership for the Board so that the Board can perform its responsibilities effectively; z setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner; z leading Board meetings and discussions; z encouraging active participation and allowing dissenting views to be freely expressed; z managing the interface between Board and Management; z ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and z leading the Board in establishing and monitoring good corporate governance practices in the Group. The Board delegates the Group Managing Director, Wong Thean Soon, and the Management, to oversee the dayto-day management of the Group’s business operations and implementation of policies and strategies adopted by the Board 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 involve in any Board Committees. This is to ensure check and balance as well as the 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 discharge their duties effectively. Procedures have been established for timely dissemination of Board and Board Committees papers to all Directors and members of the Board Committees in advance of the scheduled meetings. Notices of meetings are sent to each Director at least seven (7) days before the meeting date. Upon conclusion of the meeting, the Company Secretary will draft the minutes of meeting and circulate them in a timely manner.
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