Frontken Berhad Annual Report 2018

24 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2018 Corporate Governance Overview Statement The Board of Directors (“Board”) of Frontken Corporation Berhad (“Company”) is cognizant of the importance of applying high standards of corporate governance in the Company for the purposes of safeguarding the interest of its shareholders and other stakeholders as well as the assets of the Group, comprising the Company and all its subsidiaries. In applying corporate PX_N[WJWLN Y[JL]RLN\ ]QN +XJ[M R\ VRWMO^U ]QJ] \^LQ Y[JL]RLN\ \QX^UM LXW\RMN[ JWM [N࠱NL] ][JW\YJ[NWLb JLLX^W]JKRUR]b N]QRLJU L^U]^[N \^\]JRWJKRUR]b JWM ࠰WJWLRJU YN[OX[VJWLN XO ]QN 0[X^Y Accordingly, the Board seeks to embed in the Group a culture that is aimed at delivering balance between conformance requirements with the need to deliver long-term strategic imperatives through performance, without compromising on personal or corporate ethics and integrity. This Statement, which is issued pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, provides an overview of the Company’s application of the Principles set out in the Malaysian Code on ,X[YX[J]N 0X_N[WJWLN ۷6,,0۸ OX[ ]QN ࠰WJWLRJU bNJ[ ^WMN[ [N_RN` JWM ^Y ]X ]QN MJ]N XO ]QR\ <]J]NVNW] =QN MN]JRU\ XW QX` the Company has applied each Practice as set out in the MCCG are disclosed in the Corporate Governance Report, which is available for viewing on the Company’s website at www.frontken.com . PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Directors are collectively responsible to the Company’s shareholders for the long-term success of the Group in terms of its overall strategic direction, values and governance. The Board is led by experienced and knowledgeable Board members who provide the Company with the core competencies and the leadership necessary for the Group to meet its business objectives. All Directors are aware of their responsibility to take decisions objectively which promote the success of the Group for ]QN KNWN࠰]\ XO \QJ[NQXUMN[\ JWM X]QN[ \]JTNQXUMN[\ =QN [XUN JWM [N\YXW\RKRUR]RN\ XO ]QN +XJ[M `QRLQ J[N \N] X^] RW ]QN Board Charter available on the Company’s website at www.frontken.com are summarised as follows: ۽ Setting the strategic direction of the Group and monitoring the implementation of strategies by Management; ۽ Overseeing the conduct of the Company’s business; ۽ Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures; ۽ Succession planning; ۽ Overseeing the development and implementation of a shareholder communications policy for the Company; and ۽ Reviewing the adequacy and integrity of the management information and internal control system of the Company. The Board Charter is periodically reviewed and updated, with the most recent in February 2019 approved by the Board, to be in line with the Practices of the Malaysian Code on Corporate Governance. To assist in the discharge of its stewardship role, the Board has delegated and conferred some of its authority and powers to its Committees, namely the Audit Committee, Nomination Committee and Remuneration Committee (“Board ,XVVR]]NN\۸ =QN +XJ[M ,XVVR]]NN\ J[N NW][^\]NM `R]Q ]QN [N\YXW\RKRUR]b ]X X_N[\NN \YNLR࠰L J\YNL]\ XO ]QN ,XVYJWb۴\ affairs in accordance with their respective terms of reference as approved by the Board and to report to the Board with ]QNR[ ࠰WMRWP\ JWM [NLXVVNWMJ]RXW\ =QN MNLR\RXW `QN]QN[ ]X JL] XW \^LQ [NLXVVNWMJ]RXW URN\ `R]Q ]QN +XJ[M =QN ,QJR[VJW XO ]QN +XJ[M `QX R\ JU\X ]QN ,QRNO .aNL^]R_N 8O࠰LN[ R\ Y[RVJ[RUb [N\YXW\RKUN ]X UNJM ]QN +XJ[M +J\NM on the Board Charter, the Chairman’s responsibilities encompass the following: ۽ Leading the Board in its responsibilities for the business and affairs of the Company and its oversight of management; ۽ Overseeing the Board in the effective discharge of its supervisory role; ۽ =QN NO࠰LRNW] X[PJWR\J]RXW JWM LXWM^L] XO ]QN +XJ[M۴\ O^WL]RXW JWM VNN]RWP\$ ۽ Facilitating the effective contribution of all Directors; ۽ +[RN࠰WP XO JUU -R[NL]X[\ RW [NUJ]RXW ]X R\\^N\ J[R\RWP J] VNN]RWP$ ۽ The promotion of constructive and respectful relations between Board members and between the Board and Management;