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Corporate GovernanCe
Other Policies
In addition to the Board Charter, there are a range of policies which define the Company’s commitment to good corporate
governance and responsible business practices. Among them are Code of Ethics and Whistle-Blowing Policy. These policies
are available on the Company’s website under ‘Investors’ section.
The Board is guided by company laws and the Code of Ethics for Company Directors issued by the Companies Commission
of Malaysia in discharging its responsibilities. The Group’s Whistle-Blowing Policy aims to encourage employees or other
stakeholders to raise genuine concerns about possible improprieties in matters relating to financial reporting, compliance and
other malpractices or misconduct, in an appropriate manner and without fear of reprisals or retaliation. All whistle-blowing
reports are addressed to the Group MD or Chairman of the Audit Committee.
II. BOARD COMPOSITION
The Board is committed to ensuring that the composition of the Board continues to include Directors who bring an appropriate
mix of skills, experience, expertise and diversity (including gender diversity) to Board decision-making.
The Board currently comprises five (5) Directors, including two (2) Independent Non-Executive Directors and two (2) female
Directors. The profile of each Board member, including each Director’s qualifications, experience and the term of office held by
each Director, is set out in the Profile of Directors section of this Annual Report and is also available on the Company’s website.
COrporate governance overview statement
Executive/
Non-Independent Director
·····
1
(20.0%)
Non-Independent
Non-Executive Directors
········
2
(40.0%)
Independent
Non-Executive Directors
········
2
(40.0%)
Male
·····················
3
(60.0%)
Female
·················
2
(40.0%)
Board Composition
Board Diversity
The membership of the Board is reviewed by the Board, through the NRC, annually, having regard to the on-going needs of
the Company. The Board considers that its membership should reflect an appropriate balance between independent and non-
independent members. The objective is that the Board should be of a size and composition that is conducive to effective decision
making with the benefit of a variety of perspectives and skills. Towards this end, the NRC has initiated a process to identify new
Non-Executive Directors, including the Chairman of the Board to strengthen the Board, with particular focus on gender diversity and
succession requirements. The Board’s overriding aim is to appoint the right directors with the desired competencies and expertise
to the Board to drive Group’s strategies forward. This pursuit will continue to be a priority on the Board agenda in the financial year
ending 31 March 2019.
Independence of Directors
Independent Directors are expected to bring views and judgement to Board deliberations that are independent of Management
and free of any business or other relationship or circumstances that could materially interfere with the exercise of objective,
unfettered or independent judgement, having regard to the best interests of the Company as a whole.
As at the date of this statement, two (2) Independent Non-Executive Directors (“INEDs”) of the Company, namely Encik Azizan bin Mohd
Noor and Dato’ Rosman bin Abdullah have served on the Board for a cumulative term of more than nine (9) years. The Board, through
NRC assessed the independence of each INEDs annually and is satisfied that all two (2) INEDs have fulfilled the criteria of an Independent
Director and satisfied the independence test carried out through the board effectiveness evaluation, in line with the Listing Requirements
of Bursa Malaysia.
Although long tenure of INEDs may incline towards or be perceived as compromising independence, the Board will review its
position and criteria from time to time. This is to ensure that INEDs who have the necessary competencies, skills and knowledge,
and who continue to exercise independent and objective judgement, play their part effectively on the Board in the best interest
of the Company and satisfy the independence criteria, are not excluded based merely on the nine (9) years tenure criteria.