independent professional advice at the Company’s expense. 2. Demarcation of Responsibilities 2.1 Board Charter The Board Charter serves as a reference and primary induction literature, providing all Board members and the management insights into the fiduciary and leadership functions of the Board. It also clearly sets out the respective roles and responsibilities of the Board, Board Committees, individual directors and the management. The Board Charter shall be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Group MD, Mr Chan Poh Kim and his management team are responsible for implementing the plans chartered out and the day to day management of the Group, with clear authority delegated by the Board. The role of the management team is to support the Group MD and implement the running of the general operations and business of the Group, in accordance with the delegated authority of the Board. The Non-Executive Directors are not employees of the Group and do not participate in the day to day management of the Group. Three (3) out of the five (5) Non-Executive Directors are Independent Directors and are able to express their views without any constraint. This strengthens the Board, whereby independent views are expressed and taken into consideration before any decisions are made. On 12 April 2019, the Board reviewed and updated the Board Charter which sets out the roles, functions, compositions, operations and processes of the Board as well as the Code of Ethics and Conduct for Directors, to align with the MMLR, MCCG 2017 and other relevant rules and regulations. 3. Promoting Good Business Conduct and Corporate Structure 3.1 Code of Ethics and Conduct The Group is committed to achieving and monitoring high standards pertaining to behaviour at work. The Board is strictly adhered to the Company Directors’ Code of Ethics established by the Companies Commission of Malaysia in discharging its oversight role effectively. The Code of Ethics requires all Directors to observe high ethical business standards, apply these values to all aspects of the Group’s business and professional practice, and act in good faith in the best interests of the Group and its shareholders. The Code of Ethics and Conduct for the Company Directors is incorporated in the Board Charter.
Harrisons Holdings (Malaysia) Berhad - Annual Report 2018 27 27 CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONTINUED) 3.2 Whistleblowing Policy The Company has adopted a whistleblowing policy for the Group as a measure to promote the highest standard of corporate governance. The whistleblowing policy serves as a platform whereby all employees are encouraged to report genuine concerns about unethical behaviour or malpractices.
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