Sasbadi Annual Report 2017

41 ANNUAL REPORT 2017 CORPORATE GOVERNANCE STATEMENT The Board of Directors (“the Board”) of Sasbadi Holdings Berhad (“Sasbadi Holdings” or “the Company”) is committed to implementing and maintaining principles and practices of good corporate governance within Sasbadi Holdings and our subsidiaries (“the Group”) in order to safeguard stakeholders’ investments and the Group’s assets. As such, the Board is pleased to present the following Corporate Governance Statement outlining the manner in which the Group has applied the principles (“Principles”) set out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”), having regard to the recommendations stated under each Principle (“Recommendations”), for the financial year ended (“FYE”) 31 August 2017. Where the Group has not followed any of the Recommendations, disclosure is made in this Statement with regard to the reasons (for not following it) and the alternatives adopted by the Group, if any. PRINCIPLE 1 – ESTABLISH CLEAR ROLES AND RESPONSIBILITIES Recommendation 1.1 – Clear Functions for the Board and the Management The Board, comprising members with diverse skills, experiences and qualifications (Note: Please refer to the Directors’ Profiles of this Annual Report for further details of the Board members’ experiences and qualifications) , recognises the clear distinction of the roles and responsibilities between the Board and the Management. The Board is responsible for the overall strategic direction and leadership of the Group, the adequacy and effectiveness of the Group’s risk management and internal control system, compliance with the relevant laws and regulations, and maintaining an oversight over Management. The Management, on the other hand, is responsible for assisting the Board in implementing the policies and procedures adopted by the Board to achieve the Group’s objectives and in running the Group’s day-to-day business operations. Recommendation 1.2 – Clear Roles and Responsibilities for the Board The Board is guided by the Company’s Board Charter which outlines the roles and responsibilities, operation and processes of the Board. The roles and responsibilities of the Board include, among others, the following: • Review, challenge and approve the strategic plan prepared by the Management for the Group and to monitor the implementation of the plan; • Oversee the conduct of the Group’s business to ensure the objectives are met, the business is sustainable, and the relevant regulations are complied with; • Identify, assess and manage the principal risks affecting the Group through the implementation of an adequate and effective system; • Ensure that there are plans in place for orderly succession of senior management; • Review the adequacy and effectiveness of the Group’s risk management and internal control system; and • Oversee the implementation of an investor relations policy to enable effective communication between the Group and the shareholders and other stakeholders. The Board has delegated some of the above roles and responsibilities to the three (3) Board Committees, i.e. Audit Committee, Nomination Committee and Remuneration Committee. During FYE 31 August 2017, the Board and the Board Committees undertook their roles and responsibilities in accordance with the Board Charter and the Board Committees’ respective Terms of Reference. Recommendation 1.3 – Code of Conduct The Board has put in place a Code of Conduct which sets out certain values, principles and standards of good conduct expected of the Directors and employees at work. A copy of the Code of Conduct can be viewed at the Company’s website, www.sasbadiholdings.com . The Code of Conduct will be reviewed from time to time for changes and new developments in the external and internal environment. Any Director or employee who knows of, or suspects, a violation of the Code of Conduct, is encouraged to whistle- blow or report the violation or suspected violation through the Whistle-Blowing Policy of the Company. A copy of the Whistle-Blowing Policy of the Company can be viewed at the Company’s website, www.sasbadiholdings.com . For FYE 31 August 2017, there was no report of any violation of the Code of Conduct. Recommendation 1.4 – Promote Sustainability As set out in the Company’s Board Charter and Code of Conduct, the Board shall ensure that its short-term and long- term strategies promote sustainability to the environmental, social and governance aspects of the Group’s business. In this regard, the Directors and employees of the Group are expected to carry out their roles and responsibilities in