Serba Dinamik Annual Report 2019

182 2019 ANNUAL REPORT CORPORATE GOVERNANCE SERBA DINAMIK HOLDINGS BERHAD C O R P O R A T E G O V E R N A N C E O V E R V I EW S T A T E M E N T C H A P T E R 0 6 6 . 1 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 2019. In this CG Statement, the Board reports on the manner the Group has adopted and applied the principle and best practices as set out in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and theMalaysian Code on Corporate Governance 2017 (“MCCG 2017”). The CG statement is to be read together with the CG Report which is available on the Group’s website. The CG Report provides the details on how the Group has applied each Practice as defined in the MCCG during the financial year 2019. In financial year 2019, the Group has complied with 34 of 36 recommended practices inclusive of three (3) Step-up practices as defined in MCCG. The Board is committed to high standards of corporate governance and strives to ensure that it is practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders' value and raise the performance of the Group The Group’s corporate governance framework is directed towards achieving its business objectives in a manner which is responsible and in accordance with high standards of honesty, transparency and accountability. Indrivinghighstandardsof corporategovernance, theBoard continuously reviews its corporate governance framework to ensure its relevance, effectiveness and sustainability in conducting the business and in addressing the challenges of the business. The Group also has in place the Delegation of Authority & Limit, which supports good corporate governance and prudent control of risks and investment management, which the Board has specifically reserved matters such as establishment of new businesses, annual strategic plan, approval of major capital expenditure, major acquisition and disposal of businesses or equity, borrowings and any corporate restructuring, for its decision. Among others, the Board has put in place the following to affirm its commitment of the best practices of the corporate governance: INTRODUCTION CORPORATE GOVERNANCE FRAMEWORK CODE OF ETHICS Directors’ Code Employees’ Code of Ethics ( √ ) of Ethics ( √ ) Whistle Blower Policy, Anti-Corruption & Anti Bribery Policy and No Gift Policy ( √ ) CORPORATE GOVERNANCE Board and Board Internal Systems Committees ( √ ) & Control ( √ ) Directors’ Role Internal Audit and Responsibilities ( √ ) Framework ( √ ) Stakeholders Risk Management Management ( √ ) Framework ( √ ) Accountability and Audit ( √ ) STAKEHOLDERS BOARD OF DIRECTORS AUDIT & RISK COMMITTEE NOMINATION & REMUNERATION COMMITTEE INVESTMENT COMMITTEE