19 CORPORATE GOVERNANCE Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (Cont’d) The Board has adopted a Board Charter, which sets out its roles, functions, composition, operation and process giving consideration to the principles of good corporate governance and requirements of the MMLR of Bursa Securities. The Board Charter which serves as a source of reference for all Directors will be reviewed and updated periodically in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Board has also adopted a Directors’ Code of Ethics, which outlines the conduct required of the Board members individually in order for them to discharge their duties in a professional, honest and ethical manner. A Code of Business Conduct which is applicable to employees within the Group was adopted and it governs the desired standards of behavior and ethical conduct expected from each individual to whom the Code applies. The Board has also put in place a Whistleblowing Policy, which sets out the principle and grievance procedures for employees to raise genuine concerns of possible improprieties perpetrated within the Group. The Whistleblowing Policy is intended to directly support the Company and the Group’s Core Values, Code of Business Conduct and other governance requirements and compliance requirements and to encourage and enable employees, directors, shareholders or any parties with a business relationship with the Company to raise concerns regarding any illegal conduct or malpractice at the earliest opportunity without being subject to victimisation, harassment or discriminatory treatment and to have such concerns properly investigated within the Company and the Group prior to seeking resolution outside the Company. A disclosure of wrongdoing or improper conduct may be made orally or in writing (via such channels as a letter or electronic mail). Subsequent to the introduction of Corporate Liability Provision for bribery and corruption under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), the Board had in May 2020 adopted ENRA Group’s Anti-Corruption Policy & Procedure which sets out the policies and procedures towards compliance with the MACC Act. The Company has further enhanced its Anti-Corruption Policy & Procedure by developing the Gifts and Hospitality Reporting Guidelines to set out quantitative guidance for the acceptable standard and to maintain the high level of integrity and public trust in the conduct of ENRA Group’s businesses associated gifts and hospitality. In line with Paragraph 15.01A of the MMLR of Bursa Securities, a formal Directors’ Fit & Proper Policy for appointment and re-election/re-appointment of Directors was adopted on 24 November 2022. The Board had on 24 November 2022, adopted a Sustainability (ESG) Policy which sets out guidance on how to conduct the business responsibly so that the Company create long-term value for its stakeholders and improve its long term performance and resilience. During the financial year, the Board has adopted the revised TOR of the ARMSC whereby the scope of the ARMSC’s review on conflict of interest (“COI”) or potential COI situations as well as the measures taken to eliminate such situations and the disclosure requirements pursuant to the MMLR had been expanded. On 22 February 2024, the Board had adopted a Conflict of Interest Policy for Directors and Key Senior Management to provide guidance on how to deal with COI or potential COI situations as they arise while assisting the Directors and Key Senior Management to perform with high integrity and ethical standards and to ensure that actual, potential and perceived COI are identified and managed effectively. The details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct, Whistleblowing Policy, Anti-Corruption Policy & Procedure, the Gifts and Hospitality Reporting Guidelines, the Directors’ Fit & Proper Policy, the Sustainability (ESG) Policy and Conflict of Interest Policy for Directors and Key Senior Management are available on the Company’s website (www.enra.my). The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to carry out their duties effectively and diligently. The Board also has unrestricted access to the service of the Company Secretary who is qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretary provides advisory services to the Board in relation to corporate governance matters and compliance with the relevant policies and procedures.
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