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

   
     
 
 
 
   
To read our complete Corporate Governance Statement, download our 2017 Annual Report.
 
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PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS: REMUNERATION  

The Remuneration Committee comprises of four (4) Independent Non-Executive Directors.

The Remuneration Committee 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. All Directors are provided with Directors' fees, which are approved by the shareholders at the AGM, based on the recommendation of the Board.

The Remuneration Committee aims to ensure that the remuneration package is robust and effective to link Executive Directors' rewards to corporate and individual performance, to link Non-Executive directors' remuneration to their experience and level of responsibilities undertaken and link Senior Management's remuneration to their performance, experience and level of responsibilities.

During the financial year, the Remuneration Committee met once to review the remuneration package of Directors and recommended for Directors' and shareholders' approval the Directors' Fees from 21st AGM until the conclusion of the next AGM of the Company.

 
   

PRINCIPLE B - EFFECTIVE AUDIT AND RISK MANAGEMENT: AUDIT COMMITTEE

 

Audit Committee

 

The Chairman of the Audit Committee is an Independent Director, who is not the Chairman of the Board. The Audit Committee currently comprises of four (4) members of which all are Independent Non-Executive Directors, complied with Paragraph 15.09 of the MMLR of Bursa Malaysia Securities Berhad. The Company does not have any former key audit partner being a member of the Audit Committee.

The Company maintained a professional and transparent relationship with the Auditors, both internal and external, in seeking their professional advices and ensuring compliance in matters pertaining to accounting standards, risk management and internal control. The Audit Committee was rendered the authority to communicate directly with the External and Internal Auditors.

The Audit Committee would convene meeting with the External Auditors, without the presence of Executive Directors and Management, to discuss any matters of concern arising from the audit.

 
 

 

 
PRINCIPLE B - EFFECTIVE AUDIT AND RISK MANAGEMENT: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

 

 

Risk Management and Internal Control

 

 

The Board acknowledges its responsibility for maintaining a sound system of internal control and risk management. The Group has established a process to identify, evaluate and manage significant risks which has been integrated and embedded into the Group operations and is continuously reviewing its adequacy and effectiveness to safeguard shareholders' investment and Group assets.

The Group outsourced its internal audit function to a professional service provider. The internal auditors conducted independent audit on the departments and functions within the Group and reported their findings to the Audit Committee during its quarterly meetings. The internal auditors report directly to the Audit Committee.

The details of the Risk Management Process and Internal Audit Function and Processes are disclosed in the Statement on Risk management and Internal Control of the Company's Annual Report.

 
   
PRINCIPLE C - INTEGERITY IN CORPORATE REPORTING MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS: COMMUNICATION WITH STAKEHOLDERS  
   

Communication with Stakeholders

   

The Company recognizes the importance of effective communications and maintaining constructive relationship with its shareholders, investors and other stakeholders. The Board practices transparency and accountability by ensuring timely dissemination of material information relating to the Group's business activities, major development and financial performance via annual reports, quarterly financial results, announcement to Bursa Malaysia, analyst reports, media releases, circular to shareholders and corporate website.

The Company is committed to ensure that the communication and dissemination of material information pertaining to the Group performance and operations to the shareholders, stakeholders, regulators, analysts, media and investing public are timely, accurate, factual, informative and in accordance with the applicable regulatory and legal requirements.

Whilst ensuring timely disclosure of information to its shareholders, the Board is wary of the regulatory requirements on release of material and price-sensitive information. Such information will be disclosed to the public as soon as practicable after due consideration through Bursa Malaysia announcements or media releases.

The Group's website at www.epmb.com.my provides relevant information on the Company to the shareholders and general public. The website includes among others, a dedicated section on investor relations where announcements, corporate information, Board Charter, financial statements and annual reports are made available.

 
   

PRINCIPLE C - INTEGERITY IN CORPORATE REPORTING MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS: CONDUCT OF GENERAL MEETINGS

 
   

Conduct of General Meeting

 

General Meetings are important avenues for shareholders to exercise their rights and to access and engage in dialogue with the Board and Management. Shareholders are encouraged to participate and raise their concerns and to exercise their voting rights on the proposed resolutions. The outcome of voting on the proposed resolutions will be announced to the shareholders after the voting process and released via Bursalink to the public.

The Directors, Chairman of the Board Committees and Senior Management are also present to provide response if there are any questions addressed to them. The Chairman provided sufficient time and appropriate responses on issues raised. External auditors also present to provide their professional and independent advice on relevant issues raised. Press conferences were held and media releases were distributed to the media after general meetings.

In facilitating greater shareholder participation, shareholders are entitled to appoint representative or proxy/proxies to vote on their behalf in their absence.

The Company AGM to be held on 25 May 2018 and notice is dated 26 April 2018. The Notice of AGM contain details of resolutions to be approved by the shareholders with explanatory notes. In line with the recommendation of MCCG, the notice of 22nd AGM was issued to the shareholders 28 days prior to the AGM date.

 
   
   
   
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