Fraser & Neave Holdings Bhd Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 04 Governance 099 4. COMPANY SECRETARY The Board is supported by a Company Secretary who has a legal qualification and is qualified to act as company secretary under the Companies Act 2016. The Company Secretary advises the Board on updates relating to new statutory and regulatory requirements of the relevant acts, rules and regulations. Besides, he also facilitates compliance with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the relevant acts and regulations, promotes high standards of corporate governance, facilitates communication between the Board and management and acts as secretary to the Board Committees and the Company’s subsidiaries. The Company Secretary organises and attends meetings of the Board, Board Committees and shareholders and ensures that meetings are properly convened, minutes of meetings and records of resolutions passed are maintained accordingly at the registered office. 5. ACCESS TO INFORMATION AND ADVICE The Board’s rights to all information pertaining to the Group and independent access to senior management for information and clarification in furtherance of its duties are set out in the Board Charter. Besides, the Board Charter also provides for the Directors, either as a group or individually to seek and obtain independent professional advice where necessary, at the Company’s expense, to discharge their duties effectively. Directors have unrestricted access to senior management for information or updates regarding the Group. Senior management provides Directors with the required information or updates either personally or at meetings. The Board believes that effective deliberation and decision-making process are highly dependent on the quality of information furnished by management. A formal agenda together with meeting papers are forwarded to all Directors five business days before Board and Board Committee meetings for Directors to be prepared to deal with matters arising from such meetings and to enable them to make informed decisions. Also, all meeting papers are shared with Directors via electronic means. Management team and external advisers are normally invited to attend meetings to provide insights and professional views, advice and explanation on specific items on the meeting agenda. 6. FORMALISED ETHICAL STANDARDS The Group has in place a Code of Business Ethics and Conduct which sets out the standards and ethical conduct expected of all employees in the course of their employment with the Group. Directors, officers and employees are required to observe and maintain high standards of integrity in carrying out their roles and responsibilities and to comply with laws and regulations and the Group’s policies. Business partners of the Group share the responsibilities in applying the fundamental principles of integrity, respect and excellence in all aspects of the Group’s business practices. They are refrained from any improper conduct, dishonest or unethical behaviour in their business dealings with all parties including employees of the Group. In addition, they are also committed to compliance with all laws and regulations of the countries where they have business dealings and the code of conduct of the Group. The Group also has a Whistleblowing Policy with a well-defined process to provide an independent feedback channel through which staff may, in confidence and in good faith, raise concerns about possible improprieties in matters of financial reporting and other matters. Besides, a Fraud Control Policy is in place to protect the revenues, assets and reputation of the Group from loss or damage due to fraud. More details of the Code of Business Ethics and Conduct, Whistleblowing Policy and Fraud Control Policy are set out in the Statement on Risk Management and Internal Control. The said code and policies are published on the Company’s website. 3. CHAIRMAN AND CEO The positions of the Chairman of the Board and the CEO are held by different individuals and their roles are clearly defined in the Board Charter. The Chairman of the Board is responsible for ensuring the Board’s effectiveness and conduct; promoting constructive and respectful relations between Directors, and between the Board and management; and ensuring a smooth, open and constructive dialogue between the Board and shareholders. Y.A.M. Tengku Syed Badarudin Jamalullail Chairman The CEO of the Company is responsible for the day-to-day management of the Group, organisational effectiveness and implementation of Board policies, strategies and decisions. The CEO together with the management team manages the business of the Group in accordance with the Board’s strategic plans, instructions and directions. Mr. Lim Yew Hoe Chief Executive Officer