CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued) The Group also established and adopted the Anti-Bribery and Corruption Policy (“ABC Policy”), guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (Amendment 2018). The ABC Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices and to provide information and guidance to all employees, Directors and associated third parties on how to recognise and deal with bribery and corruption issues. The Group is committed to conducting business dealings in an honest and ethical manner. The ABC Policy can be viewed on the Company’s website, www.sasbadiholdings.com. (f) Directors’ Fit and Proper Policy The Board had on 21 April 2022 approved and adopted the Directors’ Fit and Proper Policy, that serves as a guide to the Nomination Committee and the Board in their review and assessment of candidates to be appointed to the Board as well as existing Directors who are retiring and seeking re-election. The aforesaid policy serves to ensure that the person to be appointed or re-elected as a Director possesses the necessary character and integrity, experience and competence as well as the ability to discharge and give appropriate commitment and participation and contribution to the Board and the Company. The Directors’ Fit and Proper Policy is published on the Company’s website at www.sasbadiholdings.com. (g) Sustainability The Board acknowledges the importance of sustainability relating to environmental, social and governance (“ESG”) including their risks and opportunities to/for the Group. Currently, the Board leads the Group in managing sustainability matters relating to the business operations. They are supported by the Executive Directors (including the Group Managing Director) (“EDs”) who are responsible for recommending to the Board strategies and initiatives to improve the Group’s sustainability and obtaining the Board’s approval in these matters. The EDs will then monitor the sustainability strategies carried out by members of the senior management team (collectively known as “Management”) and external advisers, if required. Management is also responsible for identifying, implementing and managing the sustainability initiatives across the Group. The Group strives to achieve a sustainable long-term balance between meeting its business goals, preserving the environment to sustain the ecosystem, and improving the welfare of its employees and the communities in which it operates. The Group’s efforts in this regard have been set out in the Sustainability Statement in this Annual Report. II. BOARD COMPOSITION The Board is made up of three (3) Executive Directors (including the Group Managing Director) and three (3) Independent Non-Executive Directors (including the Chairman). The Board composition provides a good mix of experience and diversity in skills and expertise while maintaining a good balance between Executive and Independent Directors. The Board has also complied with paragraph 15.02 of the MMLR of Bursa Securities, which requires at least two (2) Directors or one-third (1/3) of the Board of the Company, whichever is the higher, are independent. This is also in line with Practice 5.2 of the MCCG which requires at least half of the Board comprises independent directors. The composition and size of the Board are assessed by the Board through the Nomination Committee appointed by the Board annually or as and when the need arises. The Board through the Nomination Committee assess the independence of the Independent Directors on an annual basis based on the criteria formulated by the Nomination Committee. This is to mitigate risks arising from conflict of interest or undue influences from interested parties. Based on the assessment in FYE 31 August 2022, the Board reviewed, assessed and was satisfied with the independence demonstrated by all of the Independent Directors and their ability to act in the best interest of the Company. MCCG recommends that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years and, upon completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director. In the event the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification and seek annual shareholders’ approval through a two-tier voting process. 43 ANNUAL REPORT 2022
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