25 www.excelforce.com.my The Board of Directors’ (“Board”) affirms its overall responsibility in ensuring that the highest standard of Corporate Governance is practiced throughout the Group with the objective of protecting and enhancing shareholders’ value, and the financial position of the Group. The Board recognises the importance of good corporate governance and strives to adopt the principles and recommendations of corporate governance throughout the Group in the manner prescribed by the Malaysian Code on Corporate Governance (“MCCG”) and Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“MMLR”). PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS I Board Responsibilities 1.0 The 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. 1.1 The Board’s principal role is to effectively promote the best interest of the Group, and constantly enhancing shareholders’ and stakeholders’ values. All Board members participate in the key issues involving the business decision and give independent opinion for the best interest of the Group. The Managing Director has primary responsibilities for managing the Group’s day-to-day operations in an effective and efficient manner, to ensure effective implementation of Board’s strategic decisions, and to highlight the material matter to the attention of Board. All implementation takes into consideration of the long-term interests of the various stakeholders including shareholders, employees, customers, suppliers and various communities in which the Group conducts its business. The Board is assured of a balanced and independent view at all Board’s deliberations and discussion largely due to the presence of its Non-Executive Directors who are independent from the Management. The Independent Directors are also free from any business or other relationships that could materially interfere with the exercise of their independent judgment. The Board is constituted of individuals who are committed to business integrity and professionalism in all its activities. In addition to the role and function of Non-Executive Directors as stated above, each Director exercises independent judgement on decision making and issues of strategy, performance, resources and standard of conduct. Effective board leadership and oversight also require the integration of sustainability considerations in corporate strategy, governance and decision-making, as sustainability and its underlying Environmental, Social and Governance (ESG) issues become increasingly material to the ability of companies to create durable and sustainable value and maintain confidence of their stakeholders. In this regard, Board shall take a holistic view of the business coupled with proactive and effective measures to anticipate and address material ESG risks and opportunities. The Board has assumed the following duties and responsibilities:- • together with senior management, promote good corporate governance culture within the company which reinforces ethical, prudent and professional behaviour; • review, challenge and decide on management’s proposals for the company, and monitor its implementation; • ensure that the strategic plan of the company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability; • supervise and assess management performance to determine whether the business is being properly managed; • ensure there is a sound framework for internal controls and risk management framework; • understand the principal risks of the company’s business and recognise that business decisions involve the taking of appropriate risks; • set the risk appetite within which the board expects management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; • ensure that senior management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of board and senior management; Corporate Governance Overview Statement
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