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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 is committed to maintain a high standard of corporate governance in conducting the business and affairs of the Group to achieve its corporate mission and enhance 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”) and except where stated otherwise, the extent to which it has complied with the recommendations of the Code.

 
 
   

1.   BOARD OF DIRECTORS

 

1.1   Roles and responsibilities

 
   

The Board assumed the following principal responsibilities in discharging its fiduciary and leadership duties:-

 
  • Reviewing and adopting a strategic business plan for the Group;
  • Overseeing the conduct of business and financial performance of the Group and evaluate the performance against the strategies;
  • Identifying principal risks and ensuring the implementation of appropriate internal control systems to manage and control significant financial and business risks;
  • 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.
 
The Board is guided by an approved Board Charter which outlined specific areas to be applied in practice by the Board and its committees and laid down in narrative form the detailed role, responsibilities and functions of the proponents of good corporate governance in the Group covering the followings:-  
  • Responsibilities of the Board
  • Code of conduct
  • Board structure
  • Board meetings and procedures
  • Responsibilities of Chairman
  • Board committees
  • Continuing education
  • General meetings
  • Access to information and independent advice
  • Financial reporting and integrity
  • Internal audit function
  • Investor relations and effective communications
  • Social responsibilities and sustainability
  • Whistle blowing
 
   
   
1.2   Composition of the Board  

The Board comprises of eight (8) Directors, an Executive Chairman, an Executive Director and six Non-Executive Directors. Four of the Directors are Independent and four are Non-Independent Directors. The Board has a diverse mix of skills, professional background and experience in the areas of manufacturing, commercial, finance, legal and accounting.

 
The Executive Chairman leads the Board and responsible for effective conduct of the Board and the making and implementation of strategy and operational decisions. The Executive Chairman is the founder of the Group who is professionally qualified and has broad exposure and extensive experience in the automotive industry. The Board believes that the Executive Chairman is well placed to act in the best interest of the shareholders.     

The Independent Directors assure check and balance to the Board as they provide unbiased and independent views, advice and judgement to board deliberations on management proposals in order to safeguard the interest of the Group and its stakeholders. The independent directors are experienced and independent-minded directors who could provide sufficient check and balance and impartiality to board deliberation and professional independent judgement which forms sufficient independent element to strive for independent decision-making.   

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

In accordance with the Company’s Articles of Association, a newly appointed Director shall retire from office and be eligible for re-election at the first annual general meeting after his appointment. All Directors shall retire from office at least once in every three years but shall be eligible for re-election.

 
   

 

 
1.3   Board Meetings  

The Board scheduled to meet on quarterly basis with additional meetings be convened when necessary. During the financial year ended 31 December 2012, seven (7) meetings were held and the attendance record for each Director is shown below:-

 

Name

Attendance

%

Hamidon Bin Abdullah

7/7

100

Aidan Hamidon

 (appointed on 28 August 2012)

1/1

100

Johan Bin Hamidon

  (appointed on 28 August 2012)

 

1/1

 

100

Dato’ Seri Ismail Bin Shahudin

7/7

100

Dato’ Ikmal Hijaz Bin Hashim

7/7

100

Shaari Bin Haron

6/7

86

Dr Linden Hamidon

7/7

100

Hew Voon Foo

7/7

100

 

The Board deliberated on a formal agenda and schedule of matters for decisions during the board meetings. Prior to each meeting, the agenda together with board papers are circulated to all Directors for prior review to facilitate decision making on matters deliberated during the meeting. All matters discussed and resolutions passed at the Board meetings are properly recorded in the minutes of meetings.

 

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, taking into consideration any changes of business environment, risk factors and regulatory requirements.

 
   
   
1.4   Access to Information  

All Directors have full access to relevant and required information pertaining to the Group’s business affairs to assist in discharging their duties effectively. The Management and the Company Secretary shall provide timely and quality information to the Board and where necessary, the Board may also seek independent professional advice at the expense of the Company.

 

 
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