CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS cont’d I. Board Responsibilities cont’d Separation of positions of the Chairman and Group Chief Executive Officer The position of the Chairman and the Group CEO are separated and held by different individuals with clear distinction of responsibilities between them to ensure that there is a balance of power and authority, such that no one individual has unfettered powers of decision making. Datuk Yvonne Chia is the Chairman of the Board and Tan Sri Dato’ Koon Poh Keong is the Group CEO. The Independent Non-Executive Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board. The Chairman encourages active and effective engagement, participation and contribution from all Directors and facilitates constructive relations between Board and Management. The Group CEO is responsible for the executive management of the business and activities of the Group and implements the strategies, policies and decisions approved by the Board. Independent Non-Executive Directors are responsible for providing insights, unbiased and independent views, advice and judgement to the Board and bring impartiality to the Board deliberations and decision-making. Company Secretary The Board is supported by two (2) suitably qualified Company Secretaries who play a vital role in advising the Board in relation to the Company’s Constitution, Board policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and legislations. They constantly keep themselves abreast of the evolving capital market environment, regulatory changes and developments in corporate governance by attending the relevant training programmes/conferences. During FYE 2022, the Company Secretary carried out the following: • Documented Minutes and Resolutions of the Company; • Updated the Board on any periodic Bursa Malaysia amendments; • Prepared and presented the Corporate Governance Statement, Corporate Governance Report and Audit Committee Report; • Conducted the Board Effectiveness Evaluation for FYE 2022; • Facilitated the Board and Committee meetings virtually, hybrid and physical modes; • Arranged the engagement of consultants for the Board and Committees; and • Managed the meeting process and circulated all board documents and proposals for consideration of all Board members. Board and Board Committee Meetings Board meetings and Board Committees’ meetings for the ensuing financial year are scheduled in advance in consultation with the Directors to ensure maximum attendance. The Board meets on a quarterly basis, with additional meetings convened as and when necessary. During the FYE 2022, a total of seven (7) Board meetings were held. The attendance of the Board and Board Committee members at the meetings of the Company during the FYE 2022 are as follows: Directors Board AC NCGC RC RMC Executive Directors Koon Poh Ming [1] 7/7 4/4 Tan Sri Dato’ Koon Poh Keong 7/7 Dato’ Koon Poh Tat 7/7 Koon Poh Weng 7/7 Koon Poh Kong 7/7 ANNUAL REPORT 2022 44
RkJQdWJsaXNoZXIy NDgzMzc=