Serba Dinamik Annual Report 2016

078 SERBA DINAMIK HOLDINGS BERHAD Company No.1167905 P CORPORATE GOVERNANCE STATEMENT 1. INTRODUCTION This Statement on Corporate Governance has been established by the Board of Directors (“Board”) of Serba Dinamik Holdings Berhad (“Group”), and is intended, in conjunction with the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) and all applicable laws, to be a flexible framework within which the Board may conduct its business. The MCCG 2012 is specifically targeted for listed companies on Bursa Malaysia, and listed companies with Financial Year Ended (“FYE”) 2012 onwards will be required to report the extent of the adoption of the principles and recommendations of MCCG 2012 in their annual reports. The Terms of Reference (“TOR”) of Board Committees are in line with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia as well as various other enhancements in the respective Board Committees responsibilities. The Board of the Group presents this statement to provide an insight into the Corporate Governance practices of the Group under the leadership of the Board. The Board believes that the current Board composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to govern the Group effectively. The Board is also committed in achieving and sustaining high standards of corporate governance. In regards to the above, the Board will use its best endeavor to comply with the MCCG 2012 and will provide a statement on the extent of compliance with the MCCG 2012 in our first annual report as a listed entity for the FYE2016. 2. BOARD OF DIRECTORS a) Board Size and Composition The Board currently comprises 7 Members. The Board size is conducive to decision making and is appropriate given the size of the Group’s operations. The composition of the Board remains adequate to provide for a diversity of views, facilitate effective decision making, and appropriate balance of executive, independent and non-independent directors. The 7 Members of the Board are persons of high calibre and integrity, and they have a sound understanding of the Group’s business as well as deep industry expertise. They possess the skills, knowledge, experience and competencies to address key risks and major issues relating to the Group’s business and its policies and strategies. The Board are comprises of 2 Executive Directors and 5 Non- Executive Directors. Please find details of the Directors in Director’s Profile in this Annual Report. b) Board Balance and Independence The Board comprises 2 Executive Directors and a strong presence of 5 Non-Executive Directors, whereby more than half of the Board Members are Independent Non-Executive Directors. The presence of a majority of Independent Non-Executive Directors provides effective check and balance in the functioning of the Board. The 4 Independent Non-Executive Directors are not employees and there are no relationships or circumstances which are likely to affect, or could appear to affect, the Independent Non-Executive Directors’ judgement. They bring an external perspective, constructively challenge and help develop proposals on strategy, scrutinize the performance of Management in meeting approved goals and objectives, and monitor the risk profile of the Group’s business and the reporting of quarterly business performances.