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CHAIRMAN’S           DELIVERING            MSM           MANAGEMENT DISCUSSION    GROUP FINANCIAL
                  STATEMENT             VALUE               OVERVIEW            & ANALYSIS            REPORT


           CORPORATE GOVERNANCE OVERVIEW STATEMENT









           MSM Governance Framework provides an overview on the     A: BOARD LEADERSHIP AND EFFECTIVENESS
           Corporate Governance practices of MSM Group under the
           leadership of the Board and guided by the following key   Roles and Responsibilities of Directors
           principles:
                                                                 The Board’s oversees the MSM Group businesses and
           (a)  Board leadership and effectiveness               its performance for the MSM Group long-term success,
                                                                 working  with  the  Senior  Management  to  achieve  the  MSM
           (b)  Effective audit and risk management              Group strategic objectives and the delivery of sustainable
                                                                 value to its Stakeholders.
           (c)   Integrity in corporate reporting and meaningful relationship
               with stakeholders.                                The Board is primarily responsible for the MSM Group overall
     76                                                          strategic plans and directions, overseeing the conduct of
           MSM’s application of the practices in  relation to the   the  businesses, risk  management,  succession  planning
           MCCG 2017 are provided in the Corporate Governance    of  Senior Management,  implementing  investor  relations
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
           Report (“CG Report 2020”) as available on the Company’s   programmes  and  ensuring  the system  of  internal  controls
           corporate website at http://www.msmsugar.com/investor-  and management information system are adequate and
           relations/annual-reports.
                                                                 effective.
           Focus on Strong Governance
                                                                 Details of information on the Board’s roles and
           We are focused on ensuring that integrity remains paramount   responsibilities  together  with  the  Board’s  reserve
           in the conduct of our business across the MSM Group.     matters can be found in the Board Charter which is
           We would like to emphasise that the Board does not    made available on the Company’s corporate website at
           tolerate failure to comply with either our legal obligations or   http://www.msmsugar.com/our-company/corporate-governance.
           internally mandated high standards of behaviour.  With this   Board of Directors
           in  mind,  the  MSM  Group  is  well  positioned  to  continue  to
           improve its performance in future years. We believe that we   Under the Company’s constitution, the number of Directors
           have an experienced and committed Board who continue to   shall not be less than two (2) and not more than twelve (12).
           focus on promoting the success and long-term sustainable   The composition of the Board is in compliance with Paragraph
           value of the Group. We will continue to monitor the balance   15.02 of the MMLR. As at the date of this statement, there are
           of skills, experience and knowledge on the Board and    eight (8) members on the Board, comprising:
           ensure  that  it  remains  appropriate  and  relevant  to  drive  the
           Group’s strategy forward over the coming years.       •   Six (6) Independent Non-Executive Directors; and
           Commitment to Anti-Bribery and Anti-Corruption        •   Two (2) Non-Independent Non-Executive Directors.

           We have put in place our adequate procedures such as,   The composition of the Board is reviewed annually  by the
           Anti-Bribery Policy Statement and  Whistleblowing Policy at    Nomination and Remuneration Committee (“NRC”) to
           MSM website in compliance with Paragraph 15.29 (1) and (2)   ensure  effective  balance  diversification  of  gender,  skill-sets,
           of MMLR guided by the Guidelines on Adequate Procedures,   experience and knowledge. The profiles of the Directors are
           Section 17A (5) of the Malaysian Anti-Corruption Commission   presented on pages 68 to 71 of this Annual Report.
           (“MACC”) Act 2009 (Amendment Act 2018). Three (3) key focus
           areas were examined – Corruption, Fraud and Abuse of power.  Appointments  to the Board are made  via formal, rigorous
                                                                 and transparent process, premised on meritocracy and
           Anti-Bribery Policy Statement  and  Whistleblowing  Policy   taking into account objective criteria such as competencies,
           are available on the Company’s corporate website at    experience, character, integrity, diversity and the ability to
           http://www.msmsugar.com/our-company/corporate-governance.  devote time as needed.
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