Datasonic Group Berhad Annual Report 2021

2021 ANNUAL REPORT 51 I. BOARD RESPONSIBILITIES The Board’s roles The Board is collectively responsible for creating and delivering long-term success of the Group and sustainable value to the shareholders and various stakeholders. The Board determines the Group’s vision and mission to guide and set the pace for its current operations and future development. The responsibilities of the Board include setting the Group’s strategic directions, providing the leadership to put them into effect and reporting to shareholders on their stewardship. The Board delegates authority to management, and monitor and evaluate the implementation of policies, strategies and business plans. The roles of the Chairman and the Managing Director are segregated and clearly defined. The Chairman who is an Independent Non-Executive Director is responsible for managing the Board and ensures that all Directors receive sufficient and required information relevant to the agenda laid out for themeeting of the Board to enable them to participate actively in the Board’s deliberations and decisions. The Chairman is also responsible for ensuring the integrity and effectiveness of the governance processes of the Board. The Managing Director is responsible for the day-to-day management of the business to ensure that the business operates continuously in conformity with the implementation of Board’s policies, strategies and decisions. Encik Wan Zalizan bin Wan Jusoh was appointed as Managing Director of the Company on 24 February 2021 in place of Dato’ Haji Razali bin Mohd Yusof who had been redesignated to Non-Independent Non- Executive Director. Dato’ Haji Razali subsequently resigned as Non-Independent Non-Executive Director of the Company on 29 March 2021. The Board members have full access to the Company Secretary who is qualified to act as Company Secretary. The Company Secretary plays an advisory role in supporting the Board on matters relating to the Company’s Constitution, Board’s policies and procedures, compliance with the Main Market Listing Requirements of Bursa Malaysia, Companies Act, 2016, Capital Market and Services Act, 2007, corporate governance and other regulatory requirements. The Board members have direct and unrestricted access, to all relevant Company’s information and to the senior management personnel to assist them in the discharge of their duties and responsibilities and to enable them to make informed decisions. The Board also has direct communication channels with the External Auditors, Internal Auditors and Board Committees. The Board members collectively and individually may seek independent professional advice in furtherance of their duties if so required. Such professional advice may be obtained at the Company’s expense with prior approval of the Chairman or the Managing Director. The notice of meetings together with meeting materials with relevant and adequate information are distributed electronically at least seven (7) days in advance to allow preparation and meaningful discussions by the Board and Board Committees members during the meetings. All proceedings of meetings including issues raised, deliberations and decisions of the Board are properly documented and filed in the statutory records of the Company by the Company Secretary. Qualified and competent Company Secretary Separation of positions of the Chairman and Managing Director Access to information PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS