Datasonic Group Berhad Annual Report 2020

DATASONIC GROUP BERHAD I ANNUAL REPORT 2020 (Registration No. 200801008472 (809759-X)) 56 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) I. BOARD RESPONSIBILITIES (CONT’D) Code of Conduct The Board has established the Code of Conduct and Ethics for Directors (Executive and Non-Executive Directors) which describes the standards of business undertaking and ethical behaviour for Directors in the performance and exercise of their duties and responsibilities as Directors of the Company or when representing the Company. The Group’s Employee Handbook and Employees Business Conduct guidelines serve as guidelines for its employees to adhere in order to comply with the applicable laws and ethical standards to govern and ensure long-term growth, development and sustenance of the Group. The Whistleblowing Policy established by the Board applies to all the Directors and employees of the Group. In February 2020, the Whistleblowing Policy was revised to change the channel of reporting to the Independent Non-Executive Deputy Chairman. On 29 May 2020, the Board adopted the Anti-Bribery and Anti-Corruption Policy in line with the Section 17A of the Malaysian Anti-Corruption Commission Act, 2009 (Amendment Act 2018). The Anti-Bribery and Anti- Corruption Policy was disseminated to all employees group-wide and relevant employees will be required to attend mandatory periodic training to support the guidance in this Policy. The Code of Conduct and Ethics for Directors, Whistleblowing Policy and Anti-Bribery and Anti-Corruption Policy are published on the Company’s website at www.datasonic.com.my . II. BOARD COMPOSITION Board Composition and Independent Directors on the Board During the year, the Board has ten (10) members, comprising of seven (7) Independent Non-Executive Directors, one (1) Managing Director, one (1) Deputy Managing Director and one (1) Executive Director, in compliance with Paragraph 15.02(1) of the MMLR of Bursa Malaysia. The Independent Directors make up 70% of the Board composition. Presently, the number of female Directors on the Board is one (1), representing 10% of the total Board composition. The Board will review its composition and size from time to time with the aim of eventually to achieve the target of 30% female representation on the Board. As part of the restructuring plan of the Group, five (5) Executive Directors and one (1) Non-Independent Non- Executive Director, namely, Encik Handrianov Putra bin Abu Hanifah, Encik Md Diah bin Ramli, Encik Mohamed Zulkhornain bin Ab Ranee, Mr Raghbir Singh A/L Hari Singh, Puan Talya Zholeikha binti Abu Hanifah and Puan Safia Zuleira binti Abu Hanifah had resigned from the Board on 30 August 2019. On 13 December 2019, Dato’ Haji Razali bin Mohd Yusof was appointed as a Director and Deputy President of the Company. Subsequently, on 1 February 2020, Dato’ Razali bin Mohd Yusof was appointed as Managing Director of the Company following the retirement of Datuk Haji Hanifah bin Noordin on 31 January 2020. On 31 January 2020, Datuk Dr. Aziz Jamaludin bin Hj Mhd Tahir and Dato’ Zaiful Ayu Ibrahim bin Ibrahim had resigned from the Board. On 5 February 2020, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Ibrahim bin Abdullah and Cik Noor Suhaila binti Saad were appointed as Independent Non-Executive Directors of the Company and Encik Handrianov Putra bin Abu Hanifah was appointed as Executive Director of the Company. The Company acknowledges and recognises the benefits arising from the boardroom and workforce diversity, including enhancing the Group’s performance, improving efficiency and employee retention. The Gender Diversity Policy is published on the Company’s website at www.datasonic.com.my . Corporate Governance Overview Statement (Cont’d)