GHL System Berhad Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 49 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) I. BOARD RESPONSIBILITIES (Cont’d) The Board acknowledges and emphasises the importance for all Directors and Employees to embrace good corporate governance practices and ethical standards. In view of this, the Board has formalised ethical standards and systems of compliance through the Company’s Code of Ethics and Conduct. These codes are aimed to emphasise the Company’s commitment to ethics and compliance with the applicable laws and regulations, use of confidential information and retention of records. The Board shall review and reassess the adequacy of the Code periodically and make such amendments as they may deem appropriate. The Company’s Code of Ethics and Conduct is available on the Company’s official website at www.ghl.com . Additionally, the Board established a Whistle Blowing Policy which is accessible to the public on the Company’s official website at www.ghl.com . The Whistle Blowing Policy serves as an avenue for employees and stakeholders to report genuine concerns about unethical behaviour, malpractices, and illegal acts on failure to comply with regulatory requirements without fear of reprisal. All cases shall be independently investigated and appropriate actions will be taken where required. The Board is supported by the Company Secretaries who facilitate the 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 Board Committee meetings as well as shareholders meetings. The Company Secretaries attend 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. Board Meetings The Board and Committees 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 Committees’ meetings:- z Previous minutes of meetings; z Operational and financial performance reports; z Details of corporate proposals; z Unaudited quarterly interim financial reports or the annual audited financial statements; z Internal Audit Reports; and z Other matters. The 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 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, clarifications or findings to the Board or Committees. The Board has unrestricted access to the Group Chief Executive Officer (“Group 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D