Excel Force MSC Berhad Annual Report 2016

EXCEL FORCE MSC BERHAD ANNUAL REPORT 2016 19 statement of Corporate Governance (cont’d) Board Charter The Board has established a Board Charter to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect and on behalf of the Company. The Board Charter is reviewed periodically to ensure its relevance and compliance. The Board Charter addresses, among others, the following matters:- • Objectives • The Board • Executive Chairman and Managing Director • Board Committees • General Meetings • Investors Relations and Shareholder Communication • Relationship with other Stakeholders • Company Secretary The Board Charter can be viewed at the Company’s website: www.excelforce.com.my . The Board Charter was reviewed on 24 February 2017. Code of Conduct The Board recognizes the importance of formalizing a Code of Conduct, setting out the standards of conduct expected from Directors and employees, to engender good corporate behavior. The Board will formalize its Code of Conduct in due course. Whistle Blowing Policy The Board believes in open and transparency in management. All complaints or grievance can be channeled to the Management or any of the Independent Directors. Supply of, and Access to, Information Information supplied to the Board is relevant and timely. This information not only of historical, bottom line and financially oriented in nature, but is also broader in nature and with intrinsic value to enable the Board to review matters, deliberate and to participate in the discussions during meetings. Information is provided to the Board in the form of quarterly financial results, progress reports of core business, products developments, regulatory updates, business development, audit report as well as risk management reports. The Board convenes scheduled meetings quarterly to deliberate and approve the release of the Group’s quarterly results. Additional meetings will be convened as and when needed. The agenda and Board papers for each item as well as minutes of previous meetings are circulated prior to the Board meetings to give the Directors sufficient time to deliberate on the issues to be raised at the Board meetings. Upon recommendation by the Management or committee members, the Board will deliberate and discuss on all matters before any decision to be made. All proceedings of the Board meetings are properly minuted and signed by the Chairman of the meeting. All Directors have direct and unrestricted access to the advice and services of the Company Secretaries who are qualified and competent. This will ensure that they have unrestricted access of information within the Group. The Directors are also able to receive advice and services from the external auditors and other independent professionals upon their request. The Board is kept updated on the Company’s activities and its operations on a regular basis. The Directors also have access to all reports on the Company’s activities, both financial and operational. Company Secretaries The Board is regularly updated and apprised by the Company Secretaries on new regulation or change in the Companies Act, issued by the regulatory authorities. The Company Secretaries are MAICSA members, experienced and competent on statutory and regulatory requirements.