The Board of Directors of WZ Satu Berhad (“the Board”) acknowledges the importance of the principles and recommendations as set out in the Malaysian Code on Corporate Governance (“MCCG”). The Board is fully committed in maintaining high standards of corporate governance practices throughout the Group to protect and enhance long-term shareholders’ value and all stakeholders’ interests.
With the publication of MCCG in April 2017, the Board is pleased to present the following Corporate Governance Overview Statement (“CG Statement”) that describe the extent of how the Group has applied and complied the three (3) principles which are set out in the MCCG throughout the financial year under review:-
- Principle A: Board leadership and effectiveness;
- Principle B: Effective audit and risk management; and
- Principle C: Integrity in corporate reporting and meaningful relationship with stakeholders.
This CG Statement is prepared in compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and to provide an overview of the extent of compliance with the three (3) Principles as set out in the MCCG. This CG Statement should also be read together with the Corporate Governance Report 2018 of the Company which is available on the Company’s corporate website at www.wzs.my.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
It is the overall governance responsibilities of the Board to lead and control the Group. Amongst others, these responsibilities include charting the strategic direction of the Group and supervising its affairs to ensure its success; implementation of suitable and effective system of internal control and risk management; and ensuring compliance with the relevant laws, regulations, guidelines and directives.
The Board has established clear functions reserved for its members and those delegated to the Management. This allocation of responsibilities reflects the dynamic nature of the relationship necessary for the Group to adapt to changing circumstances.
Key matters such as approval of interim and annual financial results, acquisitions and disposals, investments, as well as material agreements are reserved for the Board, while a capable and experienced Key Senior Management is put in charge to oversee the day-to-day operations of the Group.
In line with the practice of good corporate governance, the Board has established and implemented various processes to assist members of the Board in the discharge of their roles and responsibilities. The Board’s roles and responsibilities include the following:-
- reviewing and adopting strategic plans for the Group that enhances long term value;
- overseeing the conduct of the Group’s businesses to evaluate whether the businesses are being properly managed;
reviewing principal risks and ensuring the implementation of appropriate systems of internal control to manage risks and adoption of relevant mitigation measures;
reviewing the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
reviewing and approving succession planning, including appointing, training, compensating and where appropriate replacing key principal officers; and
- developing and implementing investor’s relations programme and shareholder’s communication policy for the Group.
To ensure effectiveness in discharging its responsibilities, the Board has established a governance model whereby specific powers of the Board are delegated to the relevant Board Committees and the Managing Director/Group Chief Executive Officer (“CEO”) of the Company as below:-
The Executive Chairman and Managing Director/Group CEO
The roles of the Executive Chairman of the Board and the Managing Director/Group CEO of the Company are exercised by separate individuals and each has a clear accepted division of responsibilities to ensure that there is a balance of power and authority to promote accountability.
The Executive Chairman and the Managing Director/Group CEO are collectively responsible for the leadership of the Group and for promoting the highest standards of integrity and probity, there is a clear and effective division of accountability and responsibility between the Executive Chairman and the Managing Director/Group CEO and each plays a distinctive role but complementing each other to ensure that there is a balance of power and authority and no individual has unfettered powers of decision and control.
YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah is the Executive Chairman of the Company and YM Tengku Dato’ Indera Zubir Bin Tengku Dato’ Ubaidillah is the Managing Director/Group CEO of the Company.
The Executive Chairman is responsible for ensuring Board effectiveness and conduct, leading the Board in the oversight of management. The Executive Chairman also oversees the controls of the business through compliance and audit and the direction of the Group business. Whilst the Managing Director/Group CEO of the Company has overall responsibilities over the Company’s operating units, organisational effectiveness and implementation of Board policies and decisions on a day-to-day basis.
Qualified and Competent Company Secretary
The Board is supported by experienced and competent Company Secretaries in discharging its duties and responsibilities. The Board receives regular advices, updates and notices from the Company Secretaries to ensure compliance with applicable laws, regulations and corporate governance matters. The Company Secretaries attend and ensure that all Board and Board Committee meetings are properly convened and all deliberations and decisions are properly minuted and kept. They are also responsible in ensuring that Board’s policies and procedures are followed, and the applicable statutory and regulatory requirements are observed.
Access to Information and Advice
The Board members, in order to enable them to discharge their duties effectively, has full and unrestricted access to the Management and Company Secretaries for all information pertaining to the businesses and corporate affairs of the Group. If need arises, the Board may also seek appropriate external independent professional advice at the Group’s expense.
Prior to Board or Board Committee meetings, the agenda, minutes of previous meeting and board papers are circulated to the Directors prior to the meeting to allow sufficient time to ensure that they receive the necessary information in advance so that they can review, consider and deliberate on the matters, and where necessary, obtain further information to facilitate informed decision making.
The Company has adopted a Board Charter which clearly defines the respective roles, responsibilities and authorities of the board of directors (both individually and collectively) and Management in setting the direction, the management and the control of the Company as well as matters reserved for the Board.
On 17 December 2018, the Board has reviewed and approved the revised Board Charter to be in line with the practices in the MCCG.
Code of Ethics and Conduct
The Company established appropriate standards of business conduct and ethical behaviour to govern the exercise of the Directors’ duties and responsibilities as Directors of the Company in order to uphold good corporate integrity.
The Code of Ethics and Conduct sets out the general principles and standards of business conduct and ethical behaviour for the Directors and employees of the Group in the performance and exercise of their responsibilities or when representing the Group and includes the expectation of professionalism and trustworthiness from the Directors and employees of the Group.
Whistle-Blowing Policy and Procedures
The Whistle-Blowing Policy and Procedures provides an avenue for any Director, officer, employee and members of the public to report instances of unethical, unlawful or undesirable conduct on a confidential basis without fear of intimidation or reprisal. Nothing in this policy shall interfere with other established operational policies and processes. All disclosures pursuant to this policy are to be made to the Chairman of the Audit Committee. The Board shall be apprised of disclosure matters which are serious in nature or of grave repercussions.
Confidential reports can be channelled online via this email address: firstname.lastname@example.org.
The Board has formalised the Group’s strategies on promoting sustainability. The Board and the Management are committed to continually improving the integration of sustainability into working environment and business processes, together with the accountability and transparency in the sustainability performance.
In order to operate with sustainability, the key impact areas are to ensure operations and services are safe for the employees, customers and that environmental quality considerations are incorporated into the Group’s daily business activities which are undertaken and accountable by every employee; create an inspiring workplace that helps to build a diverse work force which contributes to highest potential and commits to a harassment free working environment, whereby every employee is treated fairly and with respect; and to adhere to the requirements of all laws and regulatory requirements, standards and best practices to which the Group subscribes and establish and adopt high ethical values and ensure these practices are upheld across the business.
The Diversity Policy, revised Board Charter, Code of Ethics and Conduct, Whistle-Blowing Policy and Procedures and Sustainability Policy are published on the Company’s corporate website at www.wzs.my.
The Board has six (6) members comprising two (2) Executive Directors and four (4) Independent Non-Executive Directors as at the date of this Annual Report. The Board composition is in compliance with Paragraph 15.02 of the MMLR of Bursa Securities which states that at least 2 directors or 1/3 of the board of directors, whichever is higher, are independent directors and the recommendation of MCCG to have at least half of the board comprises independent directors.
The Board Members have diverse backgrounds and experience in various fields. Collectively, these Board members bring their strength to bear on issues of oversight, strategy, performance, control, resource allocation and integrity. The Board is also well balanced as both the major and minority shareholders are also represented.
Despite the Chairman being an Executive Director, the Board takes comfort in the presence of majority Independent Non-Executive Directors with distinguished records and credentials to ensure that there are independent views and judgements. The Independent Non-Executive Directors vocalise their concerns whenever necessary to ensure proper checks and balances are in place in Board decisions and implementation of policies.
The profiles of the members of the Board, are set out in the Directors’ Profile section of this Annual Report.
Tenure of Independent Directors
The Board has not developed a policy which limits the tenure of its Independent Directors to nine (9) years. However, the Board is mindful that the tenure of an independent director should not exceed a cumulative term limit of nine (9) years and upon completion of the nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director pursuant to the MCCG. Otherwise, the Board will justify and seek shareholders’ approval at the Annual General Meeting (“AGM”) in the event the Board retains such Director as an Independent Director. If the Board continues to retain the Independent Director after the twelfth (12th) year, the Board will seek annual shareholders’ approval through a two-tier voting process.
Based on the assessment carried out during the financial year, the Board is satisfied with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interests of the Company.
None of the Independent Directors has served more than nine (9) years on the Board as at the date of this CG Statement.
The Board recognises that board diversity is an essential element contributing to the sustainable development of the Group and does not discriminate on the basis of ethnicity, age, gender, nationality, political affiliation, religious affiliation, marital status, education background or physical ability. There is no specific target in the composition in terms of gender, age or ethnic of its Board members or members of Senior Management.
The Board acknowledges the recommendation of the MCCG on gender diversity but believes that the overriding factors in selection of a Director must be based on skill, experience, competency and wealth of knowledge, while taking into consideration diversity of the Board. The Group had established a Diversity Policy to formalise its diversity approach as above.
The Board is satisfied with the composition of its members and is of the view that with the current mix of skills, knowledge, experience and strength, the Board is able to discharge its duties effectively and in a competent manner.
The Board is committed to provide fair and equal opportunities within the Group and acknowledges the importance of Boardroom and workplace diversity. The Group is committed to workplace diversity and that the workplace is fair, accessible, inclusive and free from discrimination.
As at the date of this Annual Report, the diversity in the race/ethnicity of the existing Directors is as follows:-
The existing Directors’ age distribution falling within the respective age group is as follows:
The Group is committed to a diverse and inclusive culture which is essential to the Group’s future growth. The Group’s gender and race/ethnicity diversity are made up of the following:-
The Group’s workforce diversity in terms of age is made up of the following:-
The Board meets at least once every quarter and on other occasions, as and when necessary, inter-alia, to approve quarterly financial results, annual report, business plans and budgets as well as to review the performance of the Group, its operating subsidiaries and other business development activities. Management and external advisors (when needed) are invited to attend the Board and Board Committee meetings and to provide their inputs and advices on relevant matters.
The attendance record of individual Directors at the Board meetings for the financial year ended 31 August 2018 is detailed below:-
The Board is satisfied with the level of commitment given by the Directors towards fulfilling their roles and responsibilities as Directors. This, amongst others, is evidenced by the attendance record of the Directors at Board meetings.
The minimum 50% attendance requirement as stipulated in the MMLR has been complied with.
The Board recognises the need to attend training to enable the Directors to discharge their duties effectively. The training needs of each Director could be identified and proposed by the individual Director. The Board via the Nomination Committee has in place an annual assessment of training needs of each Director. The Nomination Committee continues to evaluate and assess the training needs of the Directors to ensure professionalism in discharging their duties and recommends to the Board accordingly.
The Board encourages its members to enhance their skills and knowledge on relevant new laws, regulations and changing commercial risks and to keep abreast with the developments in the economy, industry and technology. During the financial year under review, the Directors attended the following seminars, conferences and programmes:-
- Leading in a Volatile, Uncertain, Complex, Ambiguous World
- Leadership Energy Summit Asia (LESA) 2017
- Best Practice of Nomination and Remuneration Committee
- Reinforcing Corporate Integrity: Top Down and All Around
- Corporate Directors Advances Programme 2017 – Mergers and Acquisitions
- Disruptive Change: Impact and Challenges
- Corporate Board Symposium 2017
- Key Proposed Amendments to Listing Requirements arising from the Companies Act 2016
- Corporate Governance Briefing Session on Malaysian Code on Corporate Governance Reporting and Corporate Governance Guide
- Audit Committee Conference 2018
To ensure the effective discharge of its fiduciary duties and responsibilities more effectively, the Board delegates specific responsibilities to the Board Committees established by the Board.
All Board Committees function within and in accordance with clearly defined terms of reference that were approved by the Board. These Board Committees have unrestricted authority to examine issues and submit reports of their findings to the Board. As the Board Committees have no authority to make decisions on matters reserved for the Board, the recommendations would be deliberated by the Board as a whole for decisions.
a. Nomination Committee
The Nomination Committee is empowered by the Board among others to recommend to the Board the right candidates with the necessary skills, experiences and competencies to be filled in the Board and Board Committees, re-election and reappointment of Directors.
The Nomination Committee also assesses the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director, including Independent Non-Executive Directors on an annual basis. The Directors are provided with questionnaires to carry out the assessments with absolute anonymity and are based on their competence, capability, time commitment, integrity, participation and contribution in Board and Committees. The results are then tabulated and presented to the Nomination Committee for its review and recommendation to the Board for notation. A summarised version of the results is circulated to each Director for their information. The criteria that are used in the assessments of the Board/Committees include the required mix of skills and experience and the effectiveness of the Board/Committees.
During the financial year under review, the Nomination Committee held three (3) meetings to deliberate and report to the Board on the following:-
- review the profile and nomination of the Independent Non-Executive Director;
- review the composition of the Shariah Advisory Committee;
- assessment of the independence of the Independent Directors;
- review of the Directors who are due for re-election by rotation;
- review of the retention of Independent Directors whose tenure have exceeded nine (9) years, if any;
- review of the Board’s representation and the required mix of skills and experience and assessing the effectiveness of the Board as a whole;
- review of the current size and composition of the Board;
- review and deliberation on the findings and outcomes of the assessments of the Board, Board Committees and Directors; and
- review of the term of office, appointment and performance of the Audit Committee and each of its members.
The terms of reference of the Nomination Committee is available for reference on the Company’s website at www.wzs.my.
All members of the Nomination Committee are Independent Non-Executive Directors. The composition of the Nomination Committee of the Company and the details of attendance of meetings during the financial year under review are as follows:-
b. Remuneration Committee
The Remuneration Committee is primarily responsible for reviewing and recommending the appropriate level of remuneration for the Executive Directors and the Non-Executive Directors.
The responsibilities of the Remuneration Committee include the following:-
- set, review, recommend and advise the policy framework on all elements of the remuneration such as reward structure, fringe benefits and other terms of employment of Executive Directors having regard to the overall Group policy guidelines/framework;
- advise the Board on the performance of the Chief Executive Officer and Executive Directors, and an assessment of their entitlements to performance related pay; and
- review the history of and proposals for the remuneration package of the Board’s Committees.
During the financial year, the Remuneration Committee conducted one (1) meeting to review the remuneration of all Executive Directors, their performance, their terms of service agreement, bonuses and to perform a self-assessment of its performance.
In view of the changes in the Board members, the Board has subsequently appointed new members to the Remuneration Committee and the composition and meeting attendance of the Remuneration Committee of the Company is as follows:-
c. Audit Committee
The composition of the Audit Committee, its function and a summary of its activities are set out in the Audit Committee Report of this Annual Report.
d. Shariah Advisory Committee
The Shariah Advisory Committee has an oversight role on Shariah matters related to the Group’s business operations and activities. The Shariah Advisory Committee shall be responsible and accountable for all its decisions, views and opinions related to Shariah matters. The Shariah Advisory Committee shall ensure that decisions are made after undergoing rigorous and robust research and deliberation exercises.
Main duties of the Shariah Advisory Committee shall include:-
- Provide advice to the Board.
- The Shariah Advisory Committee shall advise the Board and provide input to the Group on Shariah matters in order for the Group to comply with Shariah principles at all times.
- Endorse Shariah Policies and Procedures.
- The Shariah Advisory Committee shall endorse Shariah policies and procedures prepared by the Company and ensure that the contents do not contain any elements which are not in line with Shariah principles.
- Assist related parties on Shariah matters upon request for advice.
- The related parties of the Company such as its legal counsel, auditors or consultant may seek advice on Shariah matters from the Shariah Advisory Committee. The Shariah Advisory Committee is expected to provide the necessary assistance to the requesting party to ensure compliance and subscription with Shariah principles.
- Provide written Shariah opinion.
- The Shariah Advisory Committee is required to record any opinion given. In particular, the Shariah Advisory Committee shall prepare written Shariah opinions as and when the Company makes reference to the Shariah Advisory Committee for further deliberation.
The composition of the Syariah Advisory Committee of the Company is as follows:-
e. Long Term Incentive Plan (“LTIP”) Committee
The LTIP Committee was established to implement and administer the Executive Share Option Scheme and Executive Share
Grant Scheme. The terms of reference of the LTIP Committee is available at the Company’s corporate website at www.wzs.my.
The composition of the LTIP Committee of the Company is as follows:-
f. Investment Committee
The Investment Committee was established with the objective to make day-to-day investment decisions up to the pre-approved limit determined by the Board of Directors.
The terms of reference of the Investment Committee is available at the Company’s corporate website at www.wzs.my.
The composition of the Investment Committee of the Company is as follows:-
The Board believes that appropriate and competitive remuneration is important to attract, retain and motivate Directors of the necessary calibre, expertise and experience to lead the Group. In line with this philosophy, remuneration for the Executive Directors is aligned to individual and corporate performance. For Non-Executive Directors, the fees are set based on the responsibilities shouldered by the respective Directors. Individual Directors do not participate in determining their own remuneration package.
The Remuneration Committee recommends policy for assessing compensation package for Executive Directors. It also reviews and recommends to the Board for approvals, the remuneration packages and other employment conditions for the Executive Directors.
The remuneration of Executive Directors is made up of basic salaries, monetary incentives and fringe benefits; and is linked to the achievement of corporate performance targets. Salaries for Executive Directors consist of both fixed (i.e. base salary) and variable (performance-based incentive) remuneration components. The remuneration levels of Executive Directors are structured to enable the Company to attract and retain the most qualified Executive Directors. The Company may provide competitive benefits to Executive Directors, such as a fully expensed car or cash alternative in lieu of car, company driver, fuel expenses, private medical insurance and life insurance. Allowances relating to business expenses (i.e. entertainment and travel) incurred are reimbursed such that no additional compensation is given to the Executive Directors.
The remuneration of Non-Executive Directors is made up of Directors’ fees, meeting allowances and other benefits. The level of remuneration for Non-Executive Directors shall reflect the experience and level of responsibilities undertaken by the Non-Executive Director concerned. The remuneration of a Non-Executive Director shall and is not based on commission, percentage of profits, or turnover. Non-Executive Directors are not entitled to receive performance-based bonuses nor participate in short-term and/or long-term incentive plans. The remuneration of Non-Executive Directors is reviewed by the Remuneration Committee and Board annually.
The details of the Directors’ remuneration for the financial year ended 31 August 2018 are as follows:
+ The salaries and bonus are inclusive of statutory contributions and fixed allowance.
# Comprises meeting allowance.
Remuneration of Tengku Zubir is not disclosed as his appointment to the Board was after the financial year ended 31 August 2018.
The remuneration of the Key Senior Management for the financial year ended 31 August 2018 are disclosed in the Corporate Governance Report 2018 which is available at the Company’s corporate website at www.wzs.my.
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
The Audit Committee of the Group comprises of three (3) Independent Non-Executive Directors. The Audit Committee is chaired by an Independent Non-Executive Director, Encik Rosli Bin Shafiei. As such, the Chairman of the Audit Committee is distinct from the Chairman of the Board. The composition of the Audit Committee is in compliance with Paragraphs 15.09 and 15.10 of the MMLR and the recommendation of MCCG whereby all the three (3) Audit Committee members are Independent Non-Executive Directors. None of the Independent Directors has appointed alternate directors.
None of the members of the Audit Committee were former key audit partners and notwithstanding that in order to uphold the utmost independence, the Board has no intention to appoint any former key audit partner as a member of the Audit Committee.
The Board regards the members of Audit Committee collectively possess the accounting and related financial management expertise and experience required for Audit Committee to discharge its responsibilities and assist the Board in its oversight over the financial reporting process.
The responsibilities of the Audit Committee are to oversee the financial reporting process, internal controls, risk management and governance which are guided by its terms of reference, which is available at the Company’s corporate website at www.wzs.my.
The Audit Committee assists the Board in reviewing and scrutinising the information in terms of the appropriateness, accuracy and completeness of disclosure and in ensuring that the Group’s financial statements comply with applicable financial reporting standards. The Audit Committee reviews and monitors the accuracy and integrity of the Group’s quarterly and annual financial statements and submits these statements to the Board for approval and release within the stipulated time frame.
Assessment of External Auditors
In line with Practice 8.3 of the MCCG, the Audit Committee has assessed the suitability, objectivity and independence of the External Auditor. The assessment is conducted on yearly basis by the Audit Committee, using the prescribed External Auditors Evaluation Form, with emphasis of evaluation based on the competence, adequacy of experience and resources, quality of the audit performances, independence and objectivity of the External Auditors, reasonableness of audit fees and comparison of audit and non-audit fees.
The Company’s External Auditors are invited to attend the Audit Committee meetings when deemed necessary. During the financial year under review, the Audit Committee had met with the External Auditors on 26 October 2017 and 19 July 2018 respectively without the presence of the management to discuss the scope and adequacy of the audit process, the financial statements and their audit findings that may require the attention of the Audit Committee and the Board.
The Audit Committee, as part of its review, has obtained assurance from the External Auditors confirming that they have in place policies on rotation (every 5 years) for partners of an audit engagement to ensure objectivity, independence and integrity of the audit and declared their independence throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
Annually, the Audit Committee also reviews the appointment, performance and remuneration of the External Auditors including audit and non-audit services, to ensure that the independence and objectivity of the External Auditors are not compromised, before recommending them to the shareholders for re-appointment in the AGM.
The Group has adopted a Policy on the Provision of Non-Audit Services by External Auditors which governs the circumstances under which contracts for the provision of non-audit services can be entered into and procedures that must be followed by the External Auditors. The Audit Committee has ensured that the External Auditors are a suitable service provider of the non-audit services based on their skills and experience. The Audit Committee also considered the nature of the non-audit services and the related fee levels (both individually and in aggregate) relative to the audit fee to ensure independence of the External Auditors.
The Audit Committee was satisfied with the performance, suitability and independence of the External Auditors of the Company based on the quality of services and sufficiency of resources they provided to the Group, in terms of the firm and the professional employees assigned to the audit.
Risk Management and Internal Control Framework
The Board acknowledges that risk management is an integral part of good management practices. Risk is inherent in all business activities. It is not the Group’s objective to eliminate risk totally, but to review, prioritise and manage risks involved in all the Group’s activities and to balance between the cost of managing and treating risks, and the anticipated benefits that will be derived.
The risk management and internal control functions were assumed and overseen by the Audit Committee of the Company. The Management is responsible for implementing Board approved policies and procedures on risk management by identifying and evaluating risks, and monitoring the risks vis-a-vis achievement of business objectives within the risk appetite parameters.
The Board has established an internal audit function which is currently outsourced to a professional firm. Functionally, the Internal Auditors report to the Audit Committee directly and they are responsible for conducting reviews and appraisals of the effectiveness of the governance, internal controls and processes within the Group.
Further details of the Group’s state of risk management and internal control systems are reported in the Statement on Risk Management and Internal Control set out in this Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
Communication with Stakeholders
The Board acknowledges the value of transparent, consistent and coherent communications with the investing community consistent with commercial confidentiality and regulatory considerations. Accordingly, the Board has formalised the Corporate Disclosure Policy and Procedures to assist the Board in furnishing information which is comprehensive and accurate and is made on a timely basis and to ensure that communications to the investing public are accurate, timely, factual, informative, balanced, broadly disseminated and in compliance with applicable legal and regulatory requirements.
The Board recognises the need for transparency and accountability to shareholders and for regular communications with shareholders, stakeholders and investors on the performance and major developments in the Group. This is achieved through timely releases of quarterly financial results, circulars, annual reports, corporate announcements and press releases.
The Board aims to build long-term relationships with stakeholders through appropriate channels for disclosure of information. The Company has established a comprehensive website at www.wzs.my which includes dedicated sections on Corporate Governance and Investor Relations, to further enhance stakeholders’ communication.
Conduct of General Meetings
The main forum of dialogue with shareholders of the Company is the Company’s AGM. The AGM represents the primary platform for direct two-way interactions between shareholders, Directors and Senior Management of the Company. The Company provides information in the Notice of AGM, which are sent to shareholders at least 28 days prior to the AGM, on the details of general meeting, resolutions to be tabled for approval and shareholders’ entitlement to attend general meeting, and their right to appoint proxy(ies) to encourage shareholders’ participation at general meeting.
All Directors, Senior Management and the External Auditors will attend the general meetings. During the general meetings, shareholders who attend the general meetings are encouraged and given sufficient opportunity as well as time by the Board to raise questions pertaining to the Annual Report, resolutions being proposed and the business of the Company or the Group in general prior to seeking approval from members and proxies on the resolutions. All Directors and the Chair of every Board Committees, as well as Senior Management, where appropriate, will provide feedbacks, answers and clarifications to the questions raised from the shareholders during the general meetings.
In line with paragraph 8.29A of the MMLR of Bursa Securities on the requirement for poll voting for any resolution set out in the notice of general meetings, at the Thirteenth AGM held last year, poll voting was used to facilitate the voting process for resolutions tabled. An independent scrutineer was also appointed to scrutinise the polling process.