Corporate Governance

Corporate Governance Statement

The Board of MB World Group Berhad (“MBWG”) recognises that good Corporate Governance practices is of utmost importance to protect, enhance and support the business affairs and financial performance of the Group to safeguard shareholders’ investment and shareholders’ value.

During the year under review, the Board had reviewed its practices and procedures taking into consideration, the principle and recommendations in the Malaysian Code on Corporate Governance 2012 (“the Code”), the review and analysis of listed issuers’ annual reports conducted by Bursa Malaysia Securities Berhad via their letter dated 19 December 2016; and Chapter 15 of Bursa’s Main Market Listing Requirements.

In line with this review, the Board has enhanced its Board Charter and adopted new policies and made it available together with other existing policies on the Group’s website.

The Board is pleased to set out below, the manner in which the Group has applied the Corporate Governance Principles and Recommendations set out in the Code and the extent to which the Company has complied during the financial year under review.

1. BOARD’S ROLES AND RESPONSIBILITIES

 

The roles and responsibilities of the Board and Management, the Board Committees and the individual Directors are set out in the Board Charter which is accessible through the Company’s website. The Board Charter will be reviewed on a biennial basis with the latest review conducted in February 2017.

It is the primary governance responsibilities of the Board to lead and control the Group. The Board’s responsibilities in respect of the stewardship of the Group include plans for the strategic direction, development and control of the Group and initiatives to embrace the responsibilities listed in the Code. While the Board sets the strategic plan and policies, the Executive Directors are responsible for making and implementing operational and corporate decisions while the Independent Non-Executive Directors ensure corporate accountability by providing unbiased and independent views, advice and judgement and challenging the Management’s assumptions and projections in safeguarding the interests of the shareholders.

The Board has defined the roles and responsibilities for the Board and its Directors. In discharging their fiduciary responsibilities, the Board during its Board meetings deliberates and reviews the financial performance of the Group, the execution of strategic plans by the Executive Directors, the principal risks faced by the Group and effectiveness of management mitigation plan, the appraisal of Executive Management and Senior Management succession plan as well as the integrity of the management information and systems of internal control of the Group.

The Board maintains specific Board Committees namely the Audit Committee and the Nomination and Remuneration Committee. These Committees ensure greater focus, objectivity and independence in the deliberation of specific board agenda. The Board has defined the terms of reference for each Committee and the Chairman of these respective committees would report to the Board during the Board meetings on significant matters and salient matters deliberated in the Committees.

Oversight of Group’s Business
 

The day-to-day management of the business operations of the Group is led by the Executive Directors and a team of Senior Management Executives. Their performance under the lead of the Executive Directors is assessed by the Board based on the financial and management reports tabled during its quarterly reporting periods. The Board is also kept updated on the Group’s strategic direction initiatives, significant operational and regulatory challenges faced by the Group during its meetings.

The Executive Directors meets with Senior Management on a regular basis where policies, strategies and operational matters are deliberated and brought to the attention of the Board where appropriate during the Quarterly Board Meetings.

The Board has reserved specific matters that will require their decision with appropriate authority limits placed.

Details of these are set out in the Board Charter and include:

  • Acquisitions of business/investments.

  • Divestments and disposals of business/investments.

  • Overseas equity venture.

  • Corporate finance and proposals.

  • Terms of key/main agreements not within the ordinary course of business.

  • Acquisition and disposal of properties (not in the ordinary course of business) and Motor Vehicles.

  • Acquisition and disposal of fixed assets, other than properties and motor vehicles, for amounts RM500, 000 and above.

  • Disposal and write offs of current assets, for amounts RM500, 000 and above.

  • Material expenditure other than capital expenditure not within the ordinary course of business, for amounts RM500, 000 and above.

  • Bank borrowings and finance arrangements.

  • Placements/withdrawal of bank fixed deposits.

  • All Related Party Transactions (“RPT”).

Access to Information and Board Effectiveness
 

The Board members have full and unrestricted access to the information on the Group’s business and affairs to enable them to discharge their duties and responsibilities effectively. All Directors have access to the Management and may interact directly with the Management or request further explanations, request for information in relation to any areas of the Group’s operations or business.

All Directors also have full and unrestricted access to the advice and services of the Company Secretaries and may obtain independent professional advice at the Company’s expense in order to discharge their duties effectively. The Board is regularly updated on new guidelines, directives and new regulatory issues affecting the Group by the Company Secretaries as well as external consultants. The Company Secretary together with the Executive Directors assist the Chairman of the Board and Chairman of Board Committees to deal with the Board agenda and to provide the relevant information and documents to Directors on a timely basis. The Board is satisfied with the support and performance rendered by the Company Secretaries in assisting the Board to discharge its duties.

In reviewing and analysing the quarterly interim financial results, the Board was provided with relevant supporting information and data. This information was circulated to the Board members within seven (7) days prior to the Board meetings so as to provide the Directors with relevant and timely information to enable them to deliberate issues raised during Board meetings more effectively. The key business information and data cover budget, management report on operations, business development, performance of its subsidiaries, the management’s risk assessment and its status of action plans undertaken. Additionally, the Management was also invited to brief and report in meetings of the Board and Board Committees.

The Board was also kept informed progressively of the various requirements and updates issued by the various regulatory authorities. These requirements and updates were provided and briefed by the Management, the Company Secretary, External and Internal Auditors. The Management, External and Internal Auditors were invited to attend Board/Committee meetings to provide additional insights and professional advice on specific items on the meeting agenda.

Procedurally, when external advice is necessary, the Director who intends to seek such consultation or advice shall notify the Chairman for approval. Upon approval, the Chairman will facilitate obtaining such advice and, where appropriate, disseminate the advice to all Directors. The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the authority to retain at the Company’s expense, such as legal, accounting or other services, consultants, advisers or experts as it considers necessary from time to time in the performance of its duties.

Support of Company Secretary
 

MBWG’s Board is supported by two (2) External Company Secretaries. Both Company Secretaries of MBWG are qualified to act as Company Secretary under Section 235 of the Companies Act 2016, and are Associate Members of the Malaysian Institute of Chartered Secretaries & Administrators.

The Company Secretaries provide the required support to the Board in carrying out its duties and stewardship role, providing the necessary advisory role with regards to the Company’s constitution, Board’s policies and procedures as well as compliance with all regulatory requirements, codes, guidance and legislation.

The Board are of the view that the Company Secretaries have been competent and kept themselves abreast with the evolving regulatory changes and developments through continuous education programmes and attendance of relevant conferences, seminars and training programmes.

Risk Management System, Integrity of Management Information and Internal Control
 

The Executive Directors and the Finance Department oversees the risk management and reports to the Audit Committee and ultimately to the Board. Risk Management is regarded by the Board to be an integral part of the business operations, and good governance practices. Risk is inherent in all business activities, and the Group’s objective is not to eliminate risk totally but to provide structural means to identify, prioritise and manage risks involved in all the Group’s activities and to balance between the costs and benefits of managing and treating risks, as well as the anticipated returns to be derived therefrom.

The Board is overall responsible for maintaining and ensuring the integrity of a sound system of Internal Control which supports effective and efficient operations to safeguard shareholders’ interests and the Group’s business and assets.

Further details of the Group’s systems of risk management and internal control and the function of the internal auditors are reported in the Statement on Risk Management and Internal Control on pages 35 to 36 in the Annual Report. 

Shareholder Communication Policy
 

The Board recognises the importance of communications with its shareholders and investors ensuring that they are well informed of the Group’s performances and latest developments. As such, the Group disseminates information to its shareholders and investors through its Annual Report, circulars, quarterly financial results and various announcements from time to time. Shareholders and investors may obtain the Company’s latest announcements via the website of Bursa Malaysia at www.bursamalaysia.com and the Company’s website.

The Group’s Annual General Meeting (“AGM”) serves as a principal forum for dialogue with shareholders.

Shareholders are encouraged to raise questions pertaining to the operations and financials of the Group.

2. STRENGTHEN COMPOSITION

 

The Code emphasises the importance of right Board composition in enhancing the Board’s decision making process and the transparency of policies and procedures in selection and evaluation of Board members. The Board currently comprises of seven (7) members, of which four (4) are Executive Directors and three (3) are Independent Non- Executive Directors.

In accordance with Paragraph 3.04 of Bursa Malaysia Listing Requirements, at least two (2) directors or one-third (1/3) of the Board of Directors, whichever is higher, shall be Independent Directors. If the number of directors is not three (3) or multiple of 3, then the number nearest one-third (1/3) shall be used for purposes of determining the requisite number of Independent Directors.
The current composition of three (3) Independent Non-Executive Directors meets the current requirement for Independent Non-Executive Directors under Bursa Malaysia Securities Berhad’s Main Market Listing Requirements.

MBWG is led and managed by a diverse, competent and experienced Board of Directors with a mix of suitably qualified and experienced professionals having wide and varied expertise in the fields of business, property development, accounting and taxation. This enables the Board to carry out its responsibilities effectively and ensures accountability.

The current Board is drawn from different ethnic, cultural and socio-economic background with their age ranging from 22 years to 66 years to ensure that different viewpoints are considered in the decision making process.

Separation of positions of Chairman and Chief Executive Officer
 

MBWG’s Board is led by an Independent Non-Executive Chairman and supported by four (4) Executive Directors and two (2) Independent Non-Executive Directors.

The roles of the Independent Non-Executive Chairman and the Executive Directors are defined and set out in the Board Charter. The Independent Non-Executive Chairman’s role includes leading the Board in the oversight of management and is not involved in the day to day management of the Group.

MBWG has not appointed a Chief Executive Officer and the day to day management of the Group is carried out and performed by the Executive Directors jointly and collectively with each Executive Director placed in charge of an area of specific responsibility within the Group mainly segregated as follows:

  • Corporate Finance & Administration.

  • Business Development, Planning, Sales & Marketing.

  • Property Development, Projects Management & Construction.

The positions of the Chairman and the Executive Management are separately held ensuring balance of power, accountability and division of roles and responsibilities of the Board and the Management of the Group’s business and operations. The Board has developed descriptions for responsibilities of the Board Chairman, Executive Directors, the individual Board Members as well as the Chief Financial Officer designate. The roles and responsibilities of the Chief Financial Officer is currently carried out by the Executive Director in charge of finance.

The details of these responsibilities are articulated in the Board Charter which is accessible from the Group’s corporate website.

All the Independent Directors are independent of Management and have no family or business relationships with the Executive Directors and major shareholders, which would interfere with the exercise of their independent judgement.

The Executive Directors are overall responsible for implementing the strategies and decisions of the Board, overseeing the Group’s day-to-day operations and businesses, whilst the Independent Non-Executive Directors provide their independent view, unbiased judgement and knowledge to the Management as well as safeguarding the interests of the shareholders. Non-Executive Directors do not participate in the day-to-day management of the Group.

2.1 BOARD COMMITMENT

 

A policy on time commitment was adopted by the Board following the Board’s review of its governance procedures to enhance and affirm the Directors’ commitment to the Group and ensures their devotion of time towards the affairs of the Group and to continuously improve their knowledge and skillsets.

The Board meets at least every quarter and on other occasions, as and when the need arises, to inter-alia review and approve quarterly financial results, statutory financial statements, the annual report, business ventures as well as to review the performance of the Company and its operating subsidiaries, governance matters and other business development matters.

A corporate calendar of all scheduled meetings and planned events for the financial year are furnished to all Directors and the Management by the Company Secretary normally during the 4th quarter Board meeting to aid and facilitate the Directors in scheduling and meeting their time commitments. All Directors are also required to inform the Board before accepting any other directorships in other listed companies or groups.

The Executive Directors are engaged full time in the management and operations while the Non-Executive Directors attend Board Meetings and Committee Meetings as and when required as dictated by circumstances. All Directors commit and devote their time to make themselves available to attend to any matters arising which requires their attention individually or collectively.
The attendance record of the Directors at Board and Committee meetings during the Financial Year Ended 31 December 2016 (“FY2016”) since their appointment is set out below:

Name of Director Position Attendance
Board AC NRC
DATO’ IKMAL HIJAZ BIN HASHIM Independent Non-Executive Chairman 7/7 7/7 2/2
CHONG JIUN SHYANG Independent Non-Executive Director 7/7 7/7 2/2
PANG SIEW HENG Independent Non-Executive Director 7/7 7/7 2/2
NG LIANG KHIANG Executive Director 7/7 - -
WONG YEAN NI (F) Executive Director 7/7 - -
CINDI SIM (F) Executive Director 6/7 - -
SIMON SIM YOW YUNG Executive Director 6/7 - -
Note: AC – Audit Committee; NRC – Nomination & Remuneration Committee.
 

All the Directors were also present and attended the 2016 Annual General Meeting of the Company held on 25 May 2016 and an Extraordinary General Meeting of the Company held on 7 September 2016.

Directors’ Training
 

The Directors of the Company have attended the Mandatory Accreditation Programme (“MAP”) conducted by Bursatra Sdn. Bhd. in compliance with the Listing Requirements. Although no formal assessment of the training needs of each Director was undertaken the Directors were encouraged to attend relevant training programmes/ seminars/briefings to further enhance their skills and knowledge in the latest statutory and regulatory requirements as well as to keep abreast with the business development to assist them in discharging their duties as Directors.

Details of the Directors attendance of training programs/seminars/workshops/briefing during the FY2016 are as follows:

Date Topic/ Organising Entity Directors Attended
11 & 12 April 2016 Understanding and Preparing Consolidated Financial Statements by Malaysian Institute of Accountants (“MIA”) WONG YEAN NI
16 April 2016 Transaction – Chapter 10 of Listing Requirements by Bursa Malaysia Securities Berhad CINDI SIM,
SIMON SIM YOW YUNG,
NG LIANG KHIANG,
WONG YEAN NI
6 May 2016 The Strategy, the Leadership, the Stakeholders and the Board by Bursa Malaysia Securities Berhad DATO’ IKMAL HIJAZ BIN
HASHIM
27 June 2016 The Game Changer for Boardroom by Bursa Malaysia DATO’ IKMAL HIJAZ BIN
HASHIM
20 July 2016 Latest Updates on Directors’ Remuneration Seminar by Federation of Public Listed Companies CHONG JIUN SHYANG
3 August 2016 New Reporting in Annual Report and Sustainability Statement by KPMG DATO’ IKMAL HIJAZ BIN
HASHIM
10 October 2016 Company Law 2016: Total Revamp with Huge Tax Planning Opportunities by Synergy Tas Plt WONG YEAN NI,
CINDI SIM,
SIMON SIM YOW YUNG
1 November 2016 Mastering GST Audits by MIA CHONG JIUN SHYANG
23 November 2016 2017 Budget Seminar by MIA WONG YEAN NI

Mr. Pang Siew Heng who was appointed on 26 February 2016 and attended the MAP conducted by Bursatra Sdn Bhd, did not attend any additional training programs due to inappropriate time schedule difference for programs/seminar.

2.2 AUDIT COMMITTEE

 

The composition requirement of the Audit Committee (“AC”) members is in accordance with the regulatory requirements.

The AC Chairman has access to all the Executive Directors, Senior Management, External and Internal Auditors. The Board is mindful of the Listing Requirements on the review of the terms of office and performance of the AC and each of its members. The review of the terms of office and performance of the AC and each of its members are carried out annually with the latest review conducted just prior to the issuance of the Annual Report.

The review was carried out in line with the assessment procedures adopted by the Board, by way of peer assessment in the form of evaluation questionnaires. The assessment carried out considered amongst others whether the Committee has met its purpose, whether its composition is appropriate, and whether it has the necessary authority and processes to carry out its functions and fulfil its obligations. Following the review, the Nomination & Remuneration Committee and the Board are of the opinion that the performance of the AC has been excellent and each member of the AC has carried out and discharged their responsibilities in accordance with the AC’s terms of reference.

Further information on the constitution and summary of work of the AC are set out on pages 30 to 34 of the Annual Report.

2.3 NOMINATION & REMUNERATION COMMITTEE


The Board has established a Board Nomination & Remuneration Committee (“NRC”) comprised exclusively of Independent Non-Executive Directors as follows:

  • Chairman: Pang Siew Heng – Independent Non-Executive Director

  • Member: Dato’ Ikmal Hijaz Bin Hashim – Independent Non-Executive Director

  • Member: Chong Jiun Shyang – Independent Non-Executive Director

The Chairman of the NRC is the Senior Independent Non-Executive Director.

The primary responsibilities of the NRC are set out in detail in its Terms of Reference.

In respect of the FY2016, the NRC carried out the following activities:

  • Reviewed the Board’s size, composition and balance and concluded that the Board’s dynamics are healthy and effective. The present members of the Board possess the appropriate skills, experience and qualities to steer the Company forward. The NRC is also satisfied that the existing structure, size, composition, current mix of skills, competence, knowledge, experience and qualities of the existing Board members are appropriate to enable the Board to carry out its responsibilities effectively.

  • Evaluated and assessed the performance and effectiveness of the Board as a whole, the Board Committees and the performance of each individual Directors in accordance with the process for evaluating and assessment approved and adopted by the Board. The evaluation process amongst others considered whether the Directors had access to all necessary information and appropriate avenues for advice to carry out their responsibilities, whether the Committees had met its purpose, whether its composition was appropriate, and whether it had the necessary authority and processes to carry out its functions and fulfil its obligations. The Board was assessed amongst other criteria, in respect of its composition, and whether the Board had the appropriate vision, mission and strategies, whether processes and procedures were adequate and efficient to enable it to carry out its responsibilities.

  • Through this process carried out by way of evaluation questionnaires, the NRC concluded that the Board’s dynamics were healthy and effective and that no necessary recommendations for actions were needed.

  • Evaluated and assessed the independence of the Independent Directors in accordance with the process approved and adopted by the Board.

The NRC concluded that:

  • The Board was in a position to draw on the benefits and experience of its Directors’ in the core areas of accounting, taxation and property development as well as the wide and varied business experience of its Directors.

  • areas where the Board may not be technically proficient, the Board would be able to garner advice from its consultants in the required field.

  • The Board was also sufficiently balanced with the right mix of executive and Independent Non-Executive Directors.

  • The Board was sufficiently diverse with:
    - The age of the directors ranging between 22 years to 66 years;
    - The directors coming from different backgrounds, profession and experience; and
    - Gender diverse with two members of the female gender represented in the Board.

The NRC was therefore of the opinion that no changes need to be made to the existing structure, size and composition of the present Board and accordingly made its opinion and recommendation to the Board.

The re-election of Directors provides an opportunity for shareholders to renew their mandate conferred to the Directors. The Constitution of the Company provides that all directors shall retire by rotation once in every three (3) years or at least one-third (1/3) of the Board shall retire but shall be eligible to offer themselves for re-election at the AGM.

The above provisions are adhered to by the Board in every AGM. Information on Directors standing for re-election are outlined in the Profile of Directors covering their details of profession, directorships in other public companies and shareholdings in the Company and their attendance of the Board meetings are set forth on page 23 of the Annual Report.

At the forthcoming 2017 AGM, Mr. Simon Sim Yow Yung and Mr. Pang Siew Heng are due to retire by rotation under Article 109 of the Constitution and being eligible have offered themselves for re-election. Following its review on the performance of the two Directors and having noted their significant and valued contributions to the Board, the NRC had recommended their re-election to the Board and the Board had concurred with such recommendation and are recommending that shareholders re-elect the said Directors at the forthcoming 2017 AGM.

The NRC also recommended and defined the criteria to be taken into considerations for appointment of new directors.

The following are the key criteria for evaluation and selection of new board candidate:

  • Age;

  • Industrial/Business experience, skillsets and knowledge;

  • Academic qualifications;

  • Expected contributions anticipated to be required for any new ventures or business of the Group; and

  • Expected enhancement to the Board’s strength and network.

Upon appointment, an induction will be provided to any new Director in order to enable him/her to fit into the new board and to contribute and discharge his/her duties effectively.

In Respect of Remuneration Responsibilities

 

The NRC and Board are mindful of the need to remunerate and retain its Directors to ensure that their commitment remains and therefore their remuneration package is directly linked to their performance, service, seniority, experience and scope of responsibilities.

During the year under review, the Board formalised and adopted a remuneration policy framework and terms of employment for the Board to attract and retain Directors which is aligned with the Group’s business strategy and long term objectives taking into consideration that the remuneration of the Directors should reflect the Director’s responsibilities and the respective individual’s experience and expertise.

The details of the Directors’ remuneration for the FY2016 are summarised below:

Group Level:

Directors Salaries and other
emoluments (RM)
Fees (RM) Total (RM)
EXECUTIVE DIRECTORS 531,900 - 531,900
NON-EXECUTIVE DIRECTORS 37,000 181,366 218,366
TOTAL 568,900 181,366 750,266
Company Level:
 
Directors Salaries and other
emoluments (RM)
Fees (RM) Total (RM)
EXECUTIVE DIRECTORS - - -
NON-EXECUTIVE DIRECTORS 37,000 181,366 218,366
TOTAL 37,000 181,366 750,266
  The number of directors whose total remuneration fell within the following bands for the FY2016 was as follows:
Range of Remuneration No. of Directors
Executive Non-Executive
Below RM50,000 - 2
RM50,001-RM100,000 1 -
RM100,001-RM150,000 1 1
RM150,001-RM200,000 2 -
TOTAL 4 3


3. BOARD INDEPENDENCE

 
Assessment of Independent Directors
 

The Board has adopted a policy and procedures for the assessment of its Independent Directors annually.

The assessment carried out by the NRC apart from looking at the criteria and definition of an Independent Director set out under the Listing Requirements of the Main Market of Bursa Malaysia Securities Berhad, also considers:

  • Whether the Independent Directors have developed, established or maintained any significant relationship which would impair their independence as an Independent Director with the Executive Directors and Major Shareholders other than normal engagements and interactions on a professional level consistent and expected of them to carry out their duties as Independent Non-Executive Directors, Chairman or member of the Board’s Committees;

  • Whether the Independent Directors have engaged in any transactions with the Group; and

  • Whether the Independent Directors have devoted sufficient time commitment and desire to serve.

Independence is important and crucial for ensuring objectivity and fairness in the Board’s decision making process.

The Board has adopted the best practices for assessing the independence of Independent Directors annually and the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. When the Board retains an Independent Director who has served in that capacity for more than nine (9) years, the Board would justify its decision and seek shareholders’ approval.

The Board Charter provides that each Director is expected to advise the Chairman immediately if he is no longer independent. Any Director who has any concerns about the independence of a Director shall immediately raise the issue during a Board meeting. The Company will make an immediate announcement to Bursa Malaysia when an Independent Director loses his independent status.

As at the reporting date, Dato’ Ikmal Hijaz Bin Hashim and Mr. Pang Siew Heng were appointed as Independent Non-Executive Director on 26 February 2016 while Mr. Chong Jiun Shyang was appointed as Independent Non-Executive Director on 28 March 2016.

4. CODE OF BUSINESS CONDUCT AND ETHICS

 

MBWG’s Code of Business Conduct and Ethics sets out the standards of ethical behaviour and values expected of Directors and employees and serves as a guide and reference in the course of the performance of their responsibilities.

The Board has implemented appropriate processes and systems to support, promote and ensure its compliance. The Board through the NRC will periodically review the Code which is available on the Company’s corporate website.

The Board has also adopted a Whistle Blowing Policy (“WBP”) which sets out the disclosure procedures and protection for whistle blowers to meet the Group’s ethical obligations. Employees and stakeholders are encouraged to raise any serious concerns they have on any suspected misconduct or malpractices without fear of victimisation in a responsible manner rather than avoiding or overlooking them.

5. UPHOLD INTEGRITY IN FINANCIAL REPORTING

 

The Board is responsible for ensuring the proper maintenance of the accounting records of the Group. The Group’s financial reporting in the form of quarterly and annual financial statements present a balanced and understandable assessment of the Group’s position and prospects. The Audit Committee assists the Board in ensuring the information disclosed is accurate, adequate and complies with all applicable Financial Reporting standards.

The Board’s Audit Committee has adopted a policy and procedure to assess the suitability and independence of its External Auditors. As part of these procedures, the External Auditors will be required to make a declaration to the Audit Committee and Board to confirm that they are and have been independent throughout the conduct of the audit engagement.

The assessment was carried out in March 2017 in respect of FY2016. Following this review the Audit Committee and Board were satisfied with the independence of the External Auditors and their performance.

6. STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

 

The Directors are responsible for the preparation of the Annual Audited Financial Statements which give a true and fair view of the state of affairs of the Group and will ensure that they are presented in accordance with the provisions of the Companies Act, 2016 and the applicable approved accounting standards in Malaysia.

In the preparation of the Financial Statements for the FY2016, the Directors are satisfied that the Group had used appropriate accounting policies that were consistently applied and supported by reasonable and prudent judgement and estimates.

7. RECOGNISE AND MANAGE RISKS

 

As mentioned earlier, the Board and Audit Committee are assisted by the Executive Directors and its Finance Department to maintain its risk management system, which is reviewed and updated constantly to safeguard shareholders’ investments and the Group’s assets.

The Group’s internal audit function has been outsourced to an external consultant which reports directly to the Audit Committee.
The internal audit function currently reviews and appraises the risk management and internal control processes of the Group. The Statement on Risk Management and Internal Control set out on pages 35 to 36 of the Annual Report provides an overview of the Group’s approach to ensuring the effectiveness of the risk management and internal processes within the Group.

8. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

 

The Board acknowledges the importance of ensuring that it has in place, appropriate corporate disclosure policies and procedures which leverages on information technology as recommended by the Code.

The Board’s Corporate Disclosure Policy and Procedures which complies with the disclosure requirements as set out in Bursa Malaysia’s Main Market Listing Requirements, guided by Bursa’s Corporate Disclosure Guide (Issued on 22 September 2011) can be viewed on the Company’s website.

9. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

 

As stated earlier, the Board recognises the importance of communications with its shareholders and will take additional measures to encourage shareholders’ participation at general meetings as recommended by the Code.

This includes the Chairman highlighting to shareholders and proxy holders, their right to speak up at general meetings, the conduct of poll voting for all resolutions tabled at general meetings and a review of the performance of the company during Annual General Meetings.

10. COMPLIANCE STATEMENT

 

The Board recognises and views that Corporate Governance is an ongoing process and is of the view that the Company has substantially complied with the recommendations of the Code and will take appropriate steps towards embracing the Principles and Recommendations under the Code at a pace and time frame consistent with the size, priority and dynamics of the Group.