Excel Force MSC Berhad Annual Report 2016

EXCEL FORCE MSC BERHAD ANNUAL REPORT 2016 20 The Company Secretaries attend all the Board and Board Committeemeetings and ensure that all meetings are properly convened, accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company. The Company Secretaries work closely with the Management to ensure that there are timely and appropriate information flows within and to the Board and Board Committees. The appointment and removal of Company Secretaries are at the purview of the Board. PRINCIPLE 2 – STRENGTHEN COMPOSITION Board Balance Currently, the Company is led by an experienced Board, which is made up of eight (8) members; comprising five (5) Executive Directors inclusive of an Executive Chairman and a Managing Director, and three (3) Independent Non-Executive Directors. The current composition of the Board complies with MMLR. The Executive Directors oversee the management of the business and affairs of the Group. They are responsible for evaluating business opportunities and carrying through approved strategic business proposals, implementing appropriate systems of internal accounting and other controls, adopting suitably competitive human resources practices and compensation policies, and ensuring the Group operates within the approved budgets and business direction. The Independent Non-ExecutiveDirectors are independent ofmanagement and are free fromany businesses or other relationships that could materially interfere with the exercise of independent judgement. They scrutinize the decision taken by the Board and provide objective challenge to the Management. The Board is made up of Directors with a wide range of skills, experience and qualifications and they contribute their expertise and knowledge in areas such as accounting, finance, business management, specific industry knowledge which are relevant to the Group’s business. In the opinion of the Board, the appointment of a Senior Independent Non-Executive Director to whom any concerns should be conveyed is not necessary. The Board operates in an open environment in which opinions and information are freely exchanged. Hence, any concerns need not be focused on a single Director as all members of the Board fulfill this role individually and collectively. The Board collectively views that its current size complies with the Code and is effective. The Board will review, from time to time, the need to revise its size and composition of the Group’s business and determine the impact of the effectiveness of any proposed change of its current size. Board Committees The Board has established the following committees:- The Audit Committee The Audit Committee’s principal duties include the supervision of the truthfulness and completeness of the Company’s financial statements, the effectiveness and completeness of the Company’s internal control as well as risk management system. The terms of reference and other information on the Audit Committee can be viewed at the Company’s website: www.excelforce.com.my in line with Paragraph 15.11 of MMLR. The Nomination Committee The Company has established the Nomination Committee on 27 February 2007 comprises three (3) Independent Non-Executive Directors. The Nomination Committee shall meet at least once a year to carry out the activities as enshrined in its terms of reference, or more frequently as the need arises, at the discretion of the Chairman of the Nomination Committee. The Nomination Committee has access to any form of independent professional advice, information and the advice and services of the Company Secretary, if and when required, in carrying out its functions. statement of Corporate Governance (cont’d)