Serba Dinamik Annual Report 2021

Integrated Report 2021 227 The Board not only sets the strategic direction but also oversees and ensures that the conduct of the businesses of the Group is following relevant applicable laws, policies, standards and guidelines. The Chairman leads the Board by setting the tone at the top, and managing the Board effectiveness by focusing on strategy, governance & compliance. The Board Charter shall be periodically reviewed and updated from time to time to reflect relevant changes to policies, procedures and processes as well amendments to rules and regulations. The Board Committees are guided by the Terms of Reference, which clearly define the matters that are specifically reserved for the Board Committees. Additionally, the Group has in place the Code of Conduct as well the Whistleblower Policy and Procedures for its directors and employees which are implemented to enable the exposure of any violations or improper conduct or wrongdoing within the Group. The Board has approved the Anti-Corruption & Anti-Bribery Policy and No Gift Policy for the Group with the objective to manage risk in relation to fraud, bribery & corruption. The aforesaid Board Charter, Code of Conduct and the respective policies and procedures are accessible at the Group’s website. The Roles of the Chairman and the Group Managing Director / Chief Executive Officer (“GMD/CEO”) The position of the Chairman and the GMD/CEO are held by different individuals with clear and distinct roles which are formally documented in the Board Charter of the Group, a document which outlined the principles and guidelines that are to be applied by the Board and the Board Committees. The Board delegates to the GMD/CEO the authority and responsibility for managing the operations and development of the Group in accordance with the objectives and strategies established by the Board. TheGMD/CEO is also responsible for stewardship of all theGroup’s assets and jointlywith theChairman, representing of the Group externally. The Roles of the Company Secretary The Board members have full access to the Company Secretary, which have legal qualification and qualified to act under the Companies Act 2016, that provide advisory services to the Board, particularly on governance & Board processes. In addition, the Company Secretary is responsible for ensuring that the Board is aware and kept updated on the relevant laws, regulations, listing and policy requirements governing the Company and its business. This is important to ensure that the said laws, regulations, listing requirements and policies are complied. The Company Secretary also ensures that the Board members have adequate resources to fulfil their fiduciary duties and plays a key role in managing Directors’ access to information, knowledge and training. As and when required, the Company Secretary provides advice to the Board on its roles and responsibilities, corporate disclosures and compliance with corporate governance requirements. CORPORATE GOVERNANCE OVERVIEW STATEMENT