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CORPORATE GOVERNANCE
 
Investor Relations | Corporate Governance | Statement On Corporate Governance
 

   
     
 
 
 
   
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STATEMENT ON CORPORATE GOVERNANCE  

The Board of Directors of EPMB is committed to ensure and to continue uphold high standard of corporate governance as an integral part of its business dealings and culture with the objective of achieving its corporate mission and enhancing sustainable shareholders' value.

This statement is prepared in compliance with Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad and it is to be read together with the Corporate Governance Report 2017 (CG Report) of the Company. The CG Report provides details of the application of each of the Practices set out in the Malaysian Code on Corporate Governance ("MCCG") during the financial year end 2017, which is available on EPMB's website at www.epmb.com.my.

This overview takes guidance from the three main principles set out in the MCCG, known as Principle A - Board Leadership and Effectiveness, Principle B - Effective Audit and Risk Management and Principle C - Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders.

 
 
   
PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS: BOARD RESPONSIBILITIES  
   

Board Responsibilities

 
 

The Board recognises the key role in providing stewardship to the Group's strategic direction and has assumed their principal roles and responsibilities in discharging its fiduciary and leadership functions.

The Executive Chairman and Deputy Executive Chairman are primarily responsible for the setting of Group's strategic direction and orderly and effective conduct of the Board. Together with the Executive Directors, they are responsible for the overall operational effectiveness and implementation of corporate strategies and decisions of the Board.

To assist in the effective discharge of the Board's stewardship responsibilities, the Board has established Board committees, namely Audit Committee, Nomination Committee and Remuneration Committee which are entrusted to oversee specific Company's affairs within their respective terms of reference. The Chairman of the respective Committees will report to the Board the outcome of the committee meetings for the Board's considerations and approvals.

The Board has also worked together with management in implementing and promoting good corporate governance culture for the Group.

The Board Charter provides guidance in respect of the Board's roles and responsibilities as well as the practices and procedures to be applied by the Board and its committees in discharging their functions. The Board will review and update the Board Charter whenever necessary and in accordance with any new regulations affecting the discharging of their responsibilities. The Board Charter was last revised in November 2017 to be in line with the practices in the MCCG and to ensure that the good standards of corporate governance are followed. The Board Charter can be viewed at the Company's website at www.epmb.com.my.

The Directors have full access to the advices and services of the qualified Company Secretary who is responsible for ensuring proper conduct of board affairs and compliance of applicable laws, rules, procedures and regulations. The Board is regularly updated by the Company Secretary on changes of statutory or regulatory requirements impacting the discharging of the Directors' duties.

The Company Secretary is also responsible in ensuring the Board meeting procedures are followed and minutes of meetings are circulated and confirmed as a correct record by the Board and Board Committees at the following meeting. The signed and confirmed correct Board and Board Committees minutes are entered into minutes books keep in accordance with statutory requirements.

The Board scheduled to meet on quarterly basis with additional meetings be convened when necessary. An annual meeting calendar is prepared and circulated to the Directors before the beginning of each year to ensure the Directors are able to plan ahead and to ensure their attendance at those meeting. The Directors are provided with an agenda and the relevant Board papers issued at least 5 days from the date of Board Meeting to enable them to have an overview of matters to be discussed or reviewed at the meetings.

The Board met five (5) times during the financial year ended 31 December 2017, and the attendance record for each Director is shown below:-

 

Name

Attendance

%

Hamidon Bin Abdullah

5/5

100

Zulkefly bin Baharuddin

5/5

100

Johan bin Hamidon

4/5

80

Aidan Hamidon

4/5

80

Dr Linden Hamidon

5/5

100

Shaari Bin Haron

5/5

100

Tan Sri Datuk Hussin Bin Haji Ismail

4/5

80

Dato' Ikmal Hijaz Bin Hashim

5/5

100

Hew Voon Foo

5/5

100

 

 

The Board reviewed and deliberated the businesses set out in a formal agenda including principal matters on financial and operational performance, annual budget, business development and investment plans during the meetings. All matters discussed and resolutions passed at the Board meetings are properly recorded in the minutes of meetings.

The Directors are committed to devote sufficient time to carry out their duties and responsibilities and have submitted updates on their other directorships semi-annually. All Directors have adequately complied with the minimum attendance of 50% at Board meeting and have not exceeded the maximum of five (5) directorship in public listed company as required under the MMLR of Bursa Malaysia Securities Berhad.

The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The Board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the Company.

The Board has formalised a Code of Conduct ("the Code") which is incorporated in the Board Charter, setting out the standard of conduct expected from Directors, Senior Management and employees. The Code relies on principle in relation to honesty, integrity, professionalism, independence, accountability, responsibility, transparency, fairness, competence and confidentiality which are embedded into the Group's business operations and corporate culture. The Board has reviewed the Code periodically to ensure it remains relevant and appropriate. The Code was last revised in November 2017.

The Board has also formalised the whistle blowing procedures which provides an avenue for employees and other stakeholders to raise genuine concerns of any unethical behavior, misconduct or non-compliance of policies at the earliest opportunity. The Company also provides assurance that the whistle blower will be protected from any retaliation or adverse impact on his employment or relationship with the Group, provided that the report is made in good faith and without malice.

 
   
PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS: BOARD COMPOSITION  
   

Board Composition

   

The present Board was made up of nine (9) directors comprising an Executive Chairman, Deputy Executive Chairman, two (2) Executive Directors and five (5) Non-Executive Directors of which four (4) are Independent Directors. The Board currently has one female Director.

Independent Directors comprise 44% (4 out of 9) of current Board composition, satisfy the independence test under Paragraph 15.02 of the MMLR of Bursa Malaysia Securities Berhad, that a listed issuer must ensure that at least 2 directors or 1/3 of the board of directors of a listed issuer, whichever is the higher, are independent directors.

The Board noted that the current Board Composition is not aligned with the desired practice of at least half to comprise independent directors after the demised of Dato' Seri Ismail bin Shahudin. The Board, with the Nomination Committee is continuously searching suitable candidates to be appointed as Independent Director of the Company to bring the level of Independent Director on the Board to a majority level and achieving MCCG's requirement of a majority of Independent Directors.

The Board recognizes diversity as important criteria to determine board composition and to ensure that different perspectives are considered for Board effectiveness. In the nomination and selection process, specific consideration is given to the candidate's skills, knowledge, expertise, experience, age, culture, background, gender, competencies, other directorships, time availability and the overall balance in composition of the Board and in the case of independent director, his ability to discharge such responsibilities or functions as expected from an independent director.

The Nomination Committee met once during the financial year, performed annual assessment and evaluation on all individual Directors, Board and Board Committees and Independent Directors.

The Nomination Committee and Board, through their annual assessment, reviewed, recommended the retention of Encik Shaari Bin Haron who has served the Board for more than twelve years, as Independent Director on the Board, subject to shareholders' approval at the forthcoming Annual General Meeting. The Board is of the view that Encik Shaari continues to fulfill the criteria and definition of an independent director as set out in the Listing Requirements and with his extensive experience in legal practice, he is able to contribute valuable independent professional views and judgement in board discussion and decision making. The Board should seek annual shareholders' approval through a two-tier voting process in the general meeting to be held on 25 May 2018.

In accordance with the Company's Constitution, one-third (1/3) of the Directors shall retire from office at each Annual General Meeting ("AGM") but shall be eligible for re-election. All Directors shall retire at least once in every three years. A Director appointed during the year shall retire from office and be eligible for re-election at the next following AGM after his appointment. This provision is adhered to by the Board in every AGM and information of Directors standing for re-election is provided in the annual report. The Nomination Committee also recommended for the Board to endorse the re-election of the relevant Directors at the forthcoming AGM.

The Directors are continuously encouraged to attend continuous education programmes and continuous trainings to enhance their knowledge and skills and keep abreast with the changing environment in which the business operates. During the year, the Directors have attended the following development programs:-

  • Advocacy Session on Corporate Disclosure for Directors and Principal Officers of Listed Issuers
  • Global Treasury & Global Transactions Banking
  • Cyber Risk Awareness Training
  • Corporate Governance & Sustainability Microsite
  • Decoding Transaction and Related Party Transaction Rules and Key Disclosure Obligation of a Listed Company
  • CG Breakfast Series with Directors: "Leading In A Volatile, Uncertain, Complex, Ambiguous (VUCA) World"
  • Walking Through Contracts the MFRS 15 Way
 
   
   
   
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