Serba Dinamik Annual Report 2019

183 This overview takes guidance from the key principles as defined in the MCCG as follows: Principle A: Board Leadership & Effectiveness Principle B: Effective Audit & Risk Management Principle C: Integrity in Corporate Reporting & Meaningful Relationship with Stakeholders BOARD RESPONSIBILITIES The 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. The Board not only sets the strategic direction but also oversees and ensures that the conduct of the businesses of the Group is following relevant applicable laws, policies, standards and guidelines. The Chairman leads the Board by setting the tone at the top, and managing the Board effectiveness by focusing on strategy, governance & compliance. The Board Charter shall be periodically reviewed and updated from time to time to reflect relevant changes to policies, procedures and processes as well as amendments to rules and regulations. The Board Committees are guided by the Terms of Reference, which clearly define the matters that are specifically reserved for the Board Committees. Additionally, the Group has in place the Code 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 has 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. In addition, the Board is responsible for overseeing the implementation inclusive of its adequacy & effectiveness of Adequate Procedures as per the guideline issued by Prime Minister’s Department pursuant to Subsection (5) of Section 17A Under the Malaysian Anti-Corruption Commission Act 2009 (Amendment) 2018. The Roles of the Chairman and the Group Managing Director /Chief Executive Officer The position of the Chairman and the GMD/CEO 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 delegates to the GMD/CEO the authority and responsibility for managing the operations and development of the Group in accordance with the objectives and strategies established by the Board. 1. 1. 2. 3. PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS The key principal of Board Leadership and Effectiveness are as follows: Board Responsibility Remuneration Board Composition C O R P O R AT E G O V E R N A N C E O V E R V I EW S TAT E M E N T