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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.
 
- Download 2008 Annual Report  
- See all available Annual Reports

 
 
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The number of Directors whose remuneration fall into the following bands are as follows:  

Company

Group

 

Executive Directors

Non-Executive Directors

Executive Directors

Non-Executive Directors

RM50,000 and below

4

6

1

4

RM50,001 - RM100,000

-

-

-

1

RM100,001 - RM150,000

-

-

-

1

RM250,001 - RM300,000

-

-

1

-

RM450,001 - RM500,000

-

-

1

-

RM950,001 - RM1,000,000

-

-

1

-

   
   
REINFORCE INDEPENDENCE  

Independent Non-Executive Directors are important to assure the necessary check and balance to the Board. The high caliber and independent-minded Independent Non-Executive Directors are independent of management. They provide objectivity, unfettered and independent views and judgement in board deliberations on strategies proposed by Management and exercise impartiality in decision-making with the objective to safeguard the interest of shareholders and other stakeholders and to ensure highest standards of conduct and integrity were maintained within the Group.

Consistent with Recommendation 3.2 of the Code, the Nomination Committee and Board had at the annual assessment, reviewed and recommended the retention of En Shaari Bin Haron who has served the Board for more than nine (9) years, as Independent Director on the Board, subject to shareholders' approval at the forthcoming Annual General Meeting. The Board is of the view that En 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.

 
 
   
FOSTER COMMITMENT  

Board Meetings

 
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 Board met five (5) times during the financial year ended 31 December 2016, and the attendance record for each Director is shown below:-  

Name

Attendance

%

Hamidon Bin Abdullah

5/5

100

Zulkefly bin Baharuddin (Appointed on 1 April 2016)

3/3

100

Johan bin Hamidon

5/5

100

Aidan Hamidon

5/5

100

Dr Linden Hamidon

5/5

100

Shaari Bin Haron

4/5

80

Tan Sri Datuk Hussin Bin Haji Ismail

5/5

100

Dato' Ikmal Hijaz Bin Hashim

5/5

100

Hew Voon Foo

5/5

100

Dato' Seri Ismail Bin Shahudin (Demised on 30 July 2016)

1/3

33

 

 
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. Prior to each meeting, the agenda together with the relevant board papers on matters to be discussed are forwarded to all Directors for prior review to facilitate decision making at the meeting. 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.

 
   
Directors' Continuing Development Program  

All Directors have completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad. 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:-

 
  • Directors' Breakfast Series: Ring the bell for Gender Equality
  • CG Breakfast Series with Directors: The Strategy, the Leadership, the Stakeholders and the Board
  • Corporate Governance Breakfast Series: Future of Auditor Reporting - The Game Changer for Boardroom
  • New reporting in Annual Report & Sustainability Statements
  • Risk Management Programme For Audit and Risk Committee: I am ready to manage Risk
  • CG Breakfast Series with Directors: " Anti-corruption & Integrity - Foundation of Corporate Sustainability"
  • Board Chairman Series Part 2: Leadership Excellence from the Chair
  • CG Breakfast Series: Cybersecurity Threat and How Board Should Mitigate the Risks
  • Nominating Commitee Programme Part 2: Effective Board Evaluation
   
The Board was continuously informed and updated by the Management and Company Secretary of the operational and business development of the Group, new projects or investments, changes in regulatory requirements and corporate governance matters where applicable, at its quarterly meetings.  

 

 
UPHOLD INTEGRITY IN FINANCIAL REPORTING  

Financial Reporting

 
In presenting the quarterly financial results and annual financial statements to shareholders, the Board takes responsibility to provide a balanced and comprehensive assessment of the Group's financial performance and prospects.

The Audit Committee reviewed the quarterly financial results and annual financial statements prior to submission to the Board for consideration and approval to ensure adequacy and completeness of information for reporting purpose.

 
   
Directors' Responsibility Statement  

The Directors are responsible for ensuring that the financial statements for financial year ended 31 December 2016 give a true and fair view of the state of affairs of the Company and the Group and in accordance with the applicable Financial Reporting Standards, provisions of the Companies Act, 1965 and the applicable disclosure provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

In preparing the financial statements, the Directors have:-

 
  • adopted appropriate accounting policies and applied them consistently;
  • made judgement and estimates based on reasonableness and prudence;
  • ensured that applicable approved financial reporting standards have been followed; and
  • ensured that proper accounting and other records which disclose with reasonable accuracy the financial position of the Company and the Group are kept.
 
   
Relationship with Auditors  

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. The External Auditors have reported to the Board their policies, ethics and systems implemented to ensure and maintain independence and objectivity throughout the conduct of the audit engagement.

The amount of audit and non-audit fees paid/payable by the Company and the Group respectively for the financial year ended 31 December 2016 were as follows:

 

 

Company (RM)

Group (RM)

Statutory audit fees paid/payable to:
- KPMG


80,000


338,000

Total (a)

80,000

338,000

 

Non-audit fees paid/payable to:
- KPMG
- Affiliate of KPMG


25,000
11,000


25,000
87,000

Total (b)

36,000

112,000

 

% of non-audit fees (b/a)

45%

33%

 
The amount of non-audit fees paid and payable to External Auditors and its affiliate during the financial year ended 31 December 2016 comprised of advisory and tax services.  
   
RECOGNISE AND MANAGE RISKS  

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.

A Statement on Risk Management and Internal Control of the Group is set out in this Annual Report.

 
   
TIMELY AND HIGH QUALITY DISCLOSURE  

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.

The Company has established a Corporate Disclosure Policy and Procedures which applies to all Directors, Management and employees and outlines the approach and procedures for determination and dissemination of material information to be consistently practiced throughout the Group. The Company is also guided by the Corporate Disclosure Guide issued by Bursa Malaysia.

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 corporate information, board charter, financial statements and annual reports are made available.

 
   
   
 
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