EXCEL FORCE MSC BERHAD Annual Report 2017

21 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2017 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) I Board Responsibilities (cont’d) 1.0 Every Company is headed by a board, which assumes responsibility for the Company’s leadership and is collectively responsible for meeting the objectives and goals of the Company. (cont’d) 1.5 External auditor and internal auditor are invited to attend meetings to provide insights and professional views, advice and explanation on matter specify in the meeting agenda. When necessary, senior management team from different department are also invited to participate at the Board meeting to enable all Board members to have equal access to the latest updates and development of the business operation presented by the senior management team. 2.0 There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors. The Board has a Board Charter which is reviewed periodically and published on the Company’s website. The Board Charter was last reviewed on 27 February 2018. The Board Charter clearly identifies; (a) the respective roles and responsibilities of the board, board committee, individual directors and management; and (b) issues and decisions reserved for the board. The Board may appropriately delegate its authority to board committees or management. It should not abdicate its responsibility and should all times exercise collective oversight of the board committees and management. They should not delegate matters to a committee or management to an extent that would significantly hinder or reduce the Board’s ability to discharge its function. 3.0 The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The Board, management, employees and other stakeholders are clear on what is considered acceptable behavior and practice in the Company. 3.1 The Board recognised the importance of formalizing a Code of Conduct, setting out the standard of conduct expected from directors and employees, to engender good corporate behavior. The Board will formalised its Code of Conduct in due course. 3.2 The Board encourages employees to report genuine concerns in relation to breach of legal obligation (including negligence, criminal activity, breach of contract and breach of law), miscarriage of justice, danger to health and safety or to the environment and the cover-up of any of these in the workspace. All complaints or grievance can be channeled to the management or any of the Independent Directors. II Board Composition 4.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. 4.1 The Board consists of eight (8) members; comprising one (1) Executive Chairman, one (1) Managing Director, three (3) Executive Directors and three (3) Independent Non-Executive Directors. The composition of the Board complies with paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. 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. Corporate Governance Statement (cont’d)