Serba Dinamik Annual Report 2018

152 ANNUAL REPORT 2018 SERBA DINAMIK HOLDINGS BERHAD Introduction The Board of Directors (“Board”) acknowledges the importance of good corporate governance and is committed in safeguarding and promoting the interests of its stakeholders. The Board presents this Corporate Governance Overview Statement (“CG Statement) to provide stakeholders with an overview of the Corporate Governance (“CG”) practices of the Group under the leadership of the Board during the financial year 2018. This overview takes guidance from the key CG principles as defined in the Malaysian Code on Corporate Governance (“MCCG”) 2017. Principle A: Board Leadership And Effectiveness 1. Board Responsibilities T he Board is responsible for the overall governance of the Group, the responsibility to exercise reasonable & proper care of the Group’s resources for the best interests of its shareholders as well as to safeguard the Group’s assets. Key matters reserved for the Board’s approval include the annual business plan & budget, dividend policy, new issues of securities, expenditure above a certain pre- determined limit, disposal of significant fixed assets and acquisition or disposal of companies within the Group. The Chairman leads the Board by setting the tone at the top, and managing the Board effectiveness by focusing on strategy, governance & compliance. The position of the Chairman and the Group Chief Executive Officer / Managing Director (“GCEO/MD”) are held by different individuals with clear and distinct roles which are formally documented in the Board Charter of the Group, a document which outlined the principles and guidelines that are to be applied by the Board and the Board Committees. The Board Charter shall be periodically reviewed and updated from time to time to reflect relevant changes to policies, procedures and processes as well amendments to rules and regulations. Additionally, theGroup has in place theCode of Conduct as well the Whistleblower Policy and Procedures for its directors and employees which are implemented to enable the exposure of any violations or improper conduct or wrongdoing within the Group. The Board also has reviewed and approved the Anti- Corruption & Anti-Bribery Policy and No Gift Policy for the Group with the objective to manage risk in relation to fraud, bribery & corruption. The aforesaid Board Charter, Code of Conduct and the respective policies and procedures are accessible at the Group’s website at www.e-serbadk.com . The Board members have full access to the Company Secretary, which have professional qualification and are qualified to act under the Companies Act 2016, that provide advisory services to the Board, particularly on governance & Board processes. The Board is satisfied that each Director has committed sufficient time to the Group as evident from the Directors’ record of attendance at Board meetings held in the Financial Year 2018, as reflected as follows: CORPORATE GOVERNANCE OVERVIEW STATEMENT