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

   
     
 
 
 
   
To read our complete Corporate Governance Statement, download our 2008 Annual Report.
 
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STATEMENT ON CORPORATE GOVERNANCE  

The Board of Directors 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 sets out the manner in which the Group has applied the principles and recommendations of the Malaysian Code on Corporate Governance 2012 ("Code") in its governance structure and processes and except otherwise stated, the extent to which it has observed the recommendations of the Code.

 
 
   

ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

 

Roles and responsibilities of the Board

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

 
  • Reviewing, evaluating and adopting strategic business plans for the Group;
  • Overseeing and monitoring the conduct of business and financial performance of the Group and evaluate the performance against the strategies;
  • Reviewing and adopting budgets and financial results of the Group;
  • Identifying principal risks and ensuring the implementation of appropriate internal control systems to manage and control significant financial and business risks;
  • Establishing and overseeing a succession planning for Board and Senior Management;
  • Ensuring and implementing an investor relations program or shareholder communications policy for the Group; and
  • Reviewing the adequacy and integrity of the Group's internal control systems and management information systems, including systems for regulatory compliance.
 
To assist in effective discharging 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.  
   
Board Charter  

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 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.

The Board will review and update the Charter whenever necessary and in accordance with any new regulations affecting the discharging of their responsibilities. The Board Charter can be viewed at the Company's website at http://www.epmb.com.my.

 
 
Ethical Standards through Code of Conduct  

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 and Senior Management. The Code relies on principle in relation to honesty, integrity, professionalism, independence, accountability, responsibility, transparency and fairness 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.

 
   
Sustainability Strategies  

The Board is mindful of the importance of building a sustainable business, and when developing its strategies, the impact on environment, social and governance is taken into consideration. In the Company's effort to promote sustainability, the Board regularly reviewed the operational and business development plans, progress of business operations and new projects to ensure necessary actions were carried out to improve and enhance existing business operations, taking into consideration any changes of business environment, risk factors and regulatory requirements.

 
   
Access to Information and Advice  

All Directors have full and unrestricted access to information pertaining to the Group's business and affairs to enable the discharging of their duties effectively. The Management and the Company Secretary will provide accurate and quality information to the Board on a timely basis and when considered necessary, the Board may seek independent professional advice at the Company's expense.

The Directors are provided with the relevant Board papers in sufficient time prior to Board Meetings to enable them to have overview of matters to be discussed or reviewed at the meetings.

The Directors have 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 rules 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 all the statutory records of the Company are properly kept at the registered office of the Company.

 
   

STRENGTHEN COMPOSITION

 
Composition of the Board  

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, excluding Dato' Seri Ismail Bin Shahudin who was demised on 30 July 2016. The Board would like to place on record its gratitude and utmost appreciation to Dato' Seri Ismail Bin Shahudin for his past services rendered to the Group as a Director and Board Committees' member.

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.

The Nomination Committee and the Board having reviewed the size and composition, are satisfied that the current size and composition constitute an effective Board with diverse mix of skills, adequate and appropriate professional experience and background.

Encik Shaari Bin Haron is the Senior Independent Non-Executive Director to whom concerns regarding the Company may be conveyed.

 
 
Re-election of Directors

In accordance with the Company's Articles of Association, 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 are provided in the annual report.

 
The Board Committees

The Board has three formally constituted committees, namely Audit Committee, Nomination Committee and Remuneration Committee which operate within defined terms of reference to carry out specific responsibilities delegated by the Board.

 
Nomination Committee

The Nomination Committee ("NC") comprises of 4 Independent Non-Executive Directors:-

Shaari Bin Haron (Chairman)
Tan Sri Datuk Hussin Bin Haji Ismail
Dato' Ikmal Hijaz Bin Hashim
Hew Voon Foo
Dato' Seri Ismail Bin Shahudin (Demised on 30 July 2016)

The NC's primary function is to consider and make recommendation to the Board, candidates for directorships to be filled and carry out assessment of the Board and its Committees. In the nomination and selection process, specific consideration is given to the candidate's skills, knowledge, experience, 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 Board does not have specific policy on diversity in gender, ethnicity or religion. The decision for appointment or re-election of directors shall be determined by the Board after considering the recommendation of the NC.

The NC also assists the Board in annual assessment and evaluation of individual Director's performance, the effectiveness of the Board and Board committees, the independence of independent directors, and review of the required mix of skills and succession planning.

The NC met once during the financial year and performed annual assessment and evaluation on the Board and Board committees, performance and contribution of individual director and the independence of independent directors. The evaluation was conducted via questionnaires for individual director self-assessment and board committee assessment. Criterias reviewed include among others, mix of composition, knowledge and experience, personality and calibre, understanding of roles and responsibilities, independence, time commitment and contribution in meetings. The NC also considered and recommended the re-election of the Directors retired by rotation and retention of independent director whose term had exceeded 9 years. The NC reviewed and satisfied with the board composition, mix of skills, knowledge and experience and other qualities and competencies of the Directors for effective functioning of the Board.

 
Remuneration Committee

The Remuneration Committee ("RC") comprises of 4 Independent Non-Executive Directors:-

Shaari Bin Haron (Chairman)
Tan Sri Datuk Hussin Bin Haji Ismail
Dato' Ikmal Hijaz Bin Hashim
Hew Voon Foo
Dato' Seri Ismail Bin Shahudin (Demised on 30 July 2016)

The RC shall develop and establish with the Board a formal remuneration framework and recommends to the Board the remuneration package of the Executive Directors in all forms, drawing outside advice as necessary. The determination of the remuneration package for Non-Executive Directors shall be a matter for the board as a whole.

The RC aims to ensure that the remuneration package is robust and effective to link executive directors' rewards to corporate and individual performance and to link non-executive directors' remuneration to their experience and level of responsibilities undertaken. The remuneration package shall comprise of a number of separate elements, i.e. salary, fees, allowance, bonus and other non-cash benefits. The individuals concerned should abstain from discussion of their own remuneration.

During the financial year, the RC met once to review the remuneration package of Directors and recommended for Directors' and shareholders' approval the Directors' Fees for the financial year ended 31 December 2016.

 
Directors' Remuneration

The remuneration package for Executive Directors shall link rewards to corporate and individual performance. All Directors are provided with Directors' fees, which are approved by the shareholders at the Annual General Meeting, based on the recommendation of the Board.

Breakdown of the remuneration of the Directors of the Company on Group basis for the financial year ended 31 December 2016 are shown below:-

Received from the Company

Salary (RM)

Fee (RM)

Bonus (RM)

Benefits-in-kind & others(RM)

Total(RM)

Executive

-

187,500

-

-

187,500

Non-Executive

-

279,162

-

-

279,162

 

Received on Group Basis

 

Salary (RM)

Fee (RM)

Bonus (RM)

Benefits-in-kind & others(RM)

Total(RM)

Executive

1,341,312

187,500

22,355

223,484

1,774,651

Non-Executive

-

373,662

500

41,058

415,220

 
   
 
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