Frontken Berhad Annual Report 2018

25 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2018 Corporate Governance Overview Statement (cont’d) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) ۽ Committing the time necessary to discharge effectively his/her role as Chairman; and ۽ 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 YXURLRN\ JWM MNLR\RXW\ XO ]QN +XJ[M R\ QNUVNM Kb ]QN ,QRNO .aNL^]R_N 8O࠰LN[ J\\R\]NM Kb QR\ ONUUX` .aNL^]R_N -R[NL]X[ =QN +XJ[M R\ VRWMO^U XO ]QN M^JU [XUN QNUM Kb 6[ 7P @JR 9RW J\ ]QN ,QJR[VJW JWM ,QRNO .aNL^]R_N 8O࠰LN[ `QRLQ R\ J MNYJ[]^[N O[XV 9[JL]RLN XO ]QN 6,,0 ]QJ] \]J]N\ ]QN YX\R]RXW\ XO ,QJR[VJW JWM ]QN ,QRNO .aNL^]R_N 8O࠰LN[ J[N 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 JYY[X_JU XO JWW^JU K^MPN]\ Z^J[]N[Ub JWM JWW^JU ࠰WJWLRJU \]J]NVNW]\ OX[ JWWX^WLNVNW] RW_N\]VNW] JWM MR_N\]R]^[N J\ `NUU J\ VXWR]X[RWP XO ]QN 0[X^Y۴\ ࠰WJWLRJU JWM XYN[J]RWP YN[OX[VJWLN <^LQ MNURWNJ]RXW XO [XUN\ R\ LUNJ[Ub \N] X^] RW the Board Charter, which serves as a reference point for Board activities. Delegation of authorities have also been put in YUJLN ]X NW\^[N KJUJWLN KN]`NNW XYN[J]RXWJU NO࠰LRNWLb JWM LXW][XU X_N[ LX[YX[J]N JWM ࠰WJWLRJU PX_N[WJWLN 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 has also formalised in writing its Whistle Blowing Policies and Procedures for employees to raise PNW^RWN LXWLN[W\ `R]QX^] ONJ[ XO [NY[R\JU JKX^] YX\\RKUN RVY[XY[RN]RN\ XW VJ]]N[\ YN[]JRWRWP ]X ࠰WJWLRJU [NYX[]RWP compliance, malpractices and unethical business conduct within the Group. The Whistle Blowing Policies and Procedures document is uploaded on the Company’s website at www.frontken.com . Directors have full access to the Company Secretaries, who are all members of the Malaysian 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. *\ \]RY^UJ]NM RW ]QN +XJ[M ,QJ[]N[ ]QN -R[NL]X[\ J[N [NZ^R[NM ]X MN_X]N \^O࠰LRNW] ]RVN ]X LJ[[b X^] ]QNR[ [N\YXW\RKRUR]RN\ 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 are updated by way of circulars on matters relating to changes to the Main 6J[TN] 5R\]RWP ;NZ^R[NVNW]\ JWM K[RN࠰WP Kb ]QN ,XVYJWb <NL[N]J[RN\ J] ]QN +XJ[M 6NN]RWP OXUUX`RWP ]QN LQJWPN\