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Datasonic Group Berhad
(Company No. 809759-X)
STATEMENT ON CORPORATE GOVERNANCE
The Board of Directors (“the Board”) of DatasonicGroup Berhad (“theCompany”) is committed to upholding
and inculcating good corporate governance practices, with the primary objective of safeguarding
the interests of the shareholders and enhancing the financial performance and financial position of the
Company and its subsidiaries (“the Group”).
The Board is pleased to present this statement on the application and extent of compliance with the
principles and recommendations set out in the Malaysian Code on Corporate Governance 2012 (“MCCG
2012”).
1.
ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Clear functions of the Board and Management
The Board is responsible for the overall oversight and management of the Group. The Board
functions on the principle that all significant matters are addressed by the Board as it is
accountable under the applicable laws and regulations for the Group’s activities, strategies,
financial position and performance.
To assist in carrying out its duties and responsibilities, the Board delegates certain functions
to the Board Committees, the Executive Committee, the Management Committee and the
Managing Director.
The Board Committees operate under its respective Terms of Reference. The Chairman of the
respective Board Committees reports to the Board on the outcome of the Board Committee
meetings and minutes of Board Committee meetings are made available to all Directors.
1.2 Clear roles and responsibilities
The Company is led and controlled by an effective Board which is comprised of members drawn
from various professional backgrounds, bringing depth and diversity in experience, expertise
and perspectives to the Group’s business operations. The Company recognises the oversight
role played by the Board in the stewardship of its strategic business direction and ultimately in
the enhancement of its long term value to shareholders.
The Board remains resolute in upholding its responsibility in governing, guiding andmonitoring the
direction of the Company with the eventual objective of enhancing long term sustainable value
creation taking into account the long term interests of all stakeholders, including shareholders,
employees, customers and the interest of the community in which it operates.
The Board assumes, amongst others, the following significant responsibilities:-
a) reviewing and adopting strategic plans for the Company including monitoring the
implementation of the strategic plan by management;
b) overseeing the conduct of the Company’s business and the performance of management
to determine whether the business is properly managed;
c) identifying principal risks and ensuring the implementation of appropriate internal controls
and mitigation measures which effectively monitor and manage these risks;
d) establishing succession planning and ensuring that all candidates appointed to senior
management are of sufficient calibre;
e) overseeing the development and implementation of a shareholder communications
policy for the Company to enable effective communications with its shareholders and
other stakeholders; and
f)
reviewing the adequacy and the integrity of the management information and internal
control systems of the Company.
