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 also 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 recognises the importance of sustainability, encompassing environmental, social and governance (“ESG”) considerations, along with its associated risks and opportunities for the Group. In alignment with this commitment, on 17 January 2023, the Board has approved and adopted the Sustainability Policy. The Board is the highest governing body and has the overall responsibility for the Sustainability matters within the Group. The Board delegates the responsibility for identifying sustainability risks relating to the Group to the Audit Committee. The Board and the Audit Committee undertake the process of identifying sustainability risk and devising appropriate strategies, plan and targets to address the risks on a yearly basis, with intervening reviews carried out as and when required. The Group Managing Director leads the members of the senior management team (collectively known as “Management”) in implementing the sustainability strategies and plans and the Management will be reporting to the Audit Committee and Board on a periodic basis. II. BOARD COMPOSITION During the FYE 31 August 2023, the Board is made up of three (3) Executive Directors (including the Group Managing Director) and four (4) Independent Non-Executive Directors (including the Chairman). Subsequent to the FYE 31 August 2023, Mr Law En Ruey, was appointed to the Board on 30 October 2023 as Executive Director. 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, to be independent. This is also in line with Practice 5.2 of the MCCG which requires at least half of the Board to comprise 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 2023, 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, they should provide justification and seek annual shareholders’ approval through a two-tier voting process. ANNUAL REPORT 2023 SASBADI HOLDINGS BERHAD 55 Corporate Governance Overview Statement (continued)
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