GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 32 CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D ESTABLISH CLEAR ROLES & RESPONSIBILITIES (cont’d) Whistle-Blowing Policy The Board establishes a Whistle-Blowing Policy that enables any employee of the Group to bring to the attention of the Board any concerns regarding integrity and misconduct. Procedures are also in place for investigations and appropriate follow-up actions. Business Sustainability The Board is mindful of the importance of good corporate governance practices in the application of sustainability practices throughout the Group, communities and environment; the benefits of which are believed to translate into better corporate performance and value creation for its shareholders. The Group’s activities which demonstrate its commitment towards creating a better environmental, social and governance, and sustainability agenda during FY 2017 are disclosed in the Sustainability Statement set out on pages 52 to 53 of the Annual Report. Information for the Board and Committee The Board and Committee are provided with an agenda on matters to be discussed together with the meeting papers which contain the following for the Directors’ perusal, to enable the Directors to deliberate on issues to be considered at the respective meeting or obtain further explanations, where necessary, before the Board or Committee meetings. • Previous minutes of meetings; • Operational and financial performance reports; • Details of corporate proposals; • Quarterly interim financial reports or the annual audited financial statements; • Internal Audit Reports; and • Other matters Respective departments within the Group will strive to provide these materials to the Directors seven (7) days prior to the Board and Committee meetings, working within the challenges and constraints of the information gathering process; otherwise, the materials will be provided two (2) days before the meetings while those of a confidential nature will be provided during the Board and Committee meetings. Minutes were kept to record the proceedings at the Board and Committee meetings, the deliberations on the matters at hand and the decisions made thereto; and will be circulated in a timely manner upon completion of meeting. Senior Management is invited to attend the Board and Board Committee meetings to provide insight and furnish clarification on issues that may be raised by the Directors. Professional advisers appointed by the Company, if required, are invited to attend the Board or Committee meetings to provide relevant observations or findings to the Board or Committees. The Board has unrestricted access to the Group Chief Executive Officer (“CEO”), Group Chief Financial Officer (“CFO”), Senior Management and all information on the affairs of the Group. The Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters at the request of the Board. The Board also has full and unrestricted access to the advice and services of Internal Audit Function, External Auditors and Company Secretary. Members of the Board may collectively or individually consult advisers and, where necessary, seek external and independent professional advice and assistance from experts to carry out their duties. Company Secretary The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 2016 and other relevant laws and regulations. The Company Secretaries organise and update Board members and committees the changes, if any, in regards to Board and Committee meetings as well as shareholders meetings. The Company Secretary attends all Board and Board Committee meetings to ensure that meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained accordingly. This responsibility will involve the issuance of proper notices of meetings, circulation of previous meetings’ minutes, and that accurate and adequate records of the proceedings of the Board meetings and resolutions passed are taken and maintained in the statutory register of the Company. Removal of Company Secretary, if any, is a matter for the Board to decide collectively.