Frontken Berhad Annual Report 2017

24 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2017 Corporate Governance Overview Statement (cont’d) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) I. Board Responsibilities (cont’d) • Facilitating the effective contribution of all Directors • Briefing of all Directors in relation to issues arising at meeting • The promotion of constructive and respectful relations between Board members and between the Board and Management • Committing the time necessary to discharge effectively his/her role as Chairman • Ensuring regular and effective evaluation of the Board’s performance In carrying out his role, the Chairman works with Senior Management, manage the Board, and promote effective relations with shareholders, other stakeholders and the public. The role of day-to-day management of the Group’s business development and operations, including implementation of policies and decisions of the Board, is helmed by the Chief Executive Officer, assisted by his fellow Executive Director. The Board is mindful of the dual role held by Mr Ng Wai Pin as the Chairman and Chief Executive Officer which is a departure from Practice 1.3 of the MCCG 2012 that states the positions of Chairman and the Chief Executive Officer are to be held by different individuals. The Board is of the view that there is no concentration of power and authority, and that no one individual has unfettered powers for decision making. Furthermore, there is a majority of Independent Non-Executive Directors on the Board who are individuals of calibre, credibility and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. These Independent Non-Executive Directors are capable of exercising independent judgement to ensure fair and objective deliberations at Board meetings. To enhance accountability, the Board has established clear functions reserved for itself and those delegated to Management. There is a formal schedule of matters reserved to the Board for its deliberation and decision to ensure the direction and control of the Company are in its hands. Key matters reserved for the Board include, inter-alia, the approval of annual budgets, quarterly and annual financial statements for announcement, investment and divestiture, as well as monitoring of the Group’s financial and operating performance. Such delineation of roles is clearly set out in the Board Charter, which serves as a reference point for Board activities. Delegation of authorities have also been put in place to ensure balance between operational efficiency and control over corporate and financial governance. The Company has in place a Code of Conduct for its Directors and employees and it is available on the Company’s website. The Board also has formalised in writing its Whistle Blowing Policies and Procedures, including reporting templates, for employees to raise genuine concerns, without fear of reprisal, about possible improprieties on matters pertaining to financial reporting, compliance, malpractices and unethical business conduct within the Group. The Whistle Blowing Policies and Procedures document has been uploaded on the Company’s website at www.frontken. com. The Board members have full access to the Company Secretaries, who are all members of the Malaysia Institute of Chartered Secretaries and Administrators (“MAICSA”), to provide advisory services to the Board, particularly on corporate governance issues and compliance with the relevant policies and procedures, laws and regulatory requirements, in addition to the administrative matters on meetings of the Board, Board Committees and shareholders. As stipulated in the Board Charter, the Directors are required to devote sufficient time to carry out their responsibilities. The Board obtains this commitment from Directors at the time of appointment. Each Director is expected to commit time as and when required to discharge the relevant duties and responsibilities, besides attending meetings of the Board or Board Committees. Continuous Professional Development The Board encourages its members to enrol in appropriate continuing education programme to equip them to serve the interests of the Company. The Directors were updated on an ongoing basis by way of circulars on matters relating to changes to the Listing Requirements and briefing by the Company Secretaries at the Board Meeting following the changes.