CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) I. BOARD RESPONSIBILITIES (Cont’d) In addition to the above, a Sustainability Committee (“SC”) had been established, spearheaded by the Group Head of Legal, Compliance and Sustainability in line with the current importance of environmental, social, and corporate governance (“ESG”) and sustainability adoption in accordance with the MCCG which focus mainly on driving the Group’s sustainability to keep abreast and understand the sustainability issues relevant to the Company and its business, including climate-related risks and opportunities. The Board is supported by the Company Secretaries who facilitate the overall compliance with the MMLR and the Companies Act 2016, and other relevant laws and regulations. The Company Secretaries attend all Board, shareholders and Board Committee meetings and involve in the issuance of proper notices of meetings, circulation of previous meetings’ minutes, and accurate and adequate records of the proceedings of the meetings and resolutions passed are properly maintained in the statutory records of the Company. The removal of Company Secretary, if any, is a matter for the Board to decide collectively. BOARD MEETINGS The Board and Board Committees are provided with an agenda on matters to be discussed together with the meeting papers which may contain but not limited to the following for the Directors’ perusal to enable the Directors to deliberate on issues to be considered at the respective meetings or obtain further explanations, where necessary, before the Board or Board Committees’ meetings: i. Previous minutes of meetings ii. Operational and financial performance reports iii. Details of corporate proposals iv. Unaudited quarterly interim financial reports and annual draft audited financial statements v. Internal Audit Reports vi. Other matters The respective departments within the Group will strive to provide these materials to the Directors seven (7) days prior to the Board and Board Committee meetings, working within the challenges and constraints of the information gathering process; otherwise, the materials will be provided at least two (2) days before the meetings while those of a confidential nature will be provided during the Board and Board Committee meetings. Minutes were kept to record the proceedings at the Board and Board Committee meetings, the deliberations on the matters at hand, and the decisions made thereto, and circulated in a timely manner upon completion of meeting. Senior Management is invited to attend the Board and Board Committee meetings to provide insight and furnish clarification on issues that may be raised by the Directors. Professional advisers appointed by the Company, if required, are invited to attend the Board or Board Committee meetings to provide relevant observations, clarifications or findings. The Board has unrestricted access to the Group CEO, Group Chief Financial Officer (“CFO”), Senior Management, and all information on the affairs of the Group. The Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters at the request of the Board. The Board also has full and unrestricted access to the advice and services of internal audit function, External Auditors, and Company Secretaries. Members of the Board may collectively or individually consult the advisers and, where necessary, seek external and independent professional advice and assistance from experts to carry out their duties. 47 ANNUAL REPORT 2023
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