Annual Report
2015
|
DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
29
Statement on
Corporate Governance
The Board is pleased to present to the shareholders herein the manner in which the Company has applied
the Principles of good governance and the extent of compliance with the Recommendations as set out in
the Malaysian Code on Corporate Governance 2012 (“MCGG 2012” or “the Code”) issued by the Securities
Commission. These Principles and Recommendations aimed to enhance the effectiveness of corporate
governance framework to safeguard the interest of shareholders and other stakeholders as prescribed under
Paragraph 15.25 of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”).
The Board will continuously evaluate the Group’s corporate governance practices and procedures, and where
appropriate will adopt and implement the best practices as enshrined in “the Code” to the best interest of the
shareholders of the Company.
PRINCIPLE 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
Clear Functions reserved for Board and Management
Dayang is led by an experienced and diversified Board that is made up of Directors who are specialized in oil
& gas, property development and construction sector, plantation sector, marine sector, banking sector and
professional in accounting sector. This wide spectrum of skills and experience provide the Board with a diverse
set of expertise and knowledge in discharging its responsibilities for the proper functioning of the Board.
The Board is focused on the Group’s overall governance by ensuring the implementation of strategic plans
and that accountability to the Group and stakeholders is monitored effectively. The Executive Directors take
on primary responsibilities in managing day to day business whilst the Independent Directors are involved in
various committees and contribute in areas such as performance monitoring and providing independent view
for enhancement of corporate governance and controls.
The role of the management is to manage the Company in accordance with the direction set by the Board. The
Board plays the strategic role in overseeing that the management carries out the delegated duties to achieve
the Group’s corporate objectives.
Clear roles and responsibilities
The Board has established clear roles and responsibilities in discharging its fiduciary and leadership functions. The
principal functions and responsibilities of the Board include the following:
(a) Reviewing and adopting strategic plans for the Group.
The Board plays an active role in reviewing and adopting strategic business plans for the Group by ensuring
that strategies proposed are discussed at length and critically examined.
(b) Overseeing the conduct of the Group’s business to evaluate whether the business is being properly
managed.
The Group’s business performance and results are periodically reviewed by the Board via annual and
quarterly financial results, operational updates, key risks mitigation plans, updates of matters arising from
previous meetings as well as corporate and regulatory updates received from the management.
(c) Identifying principal risks and ensuring implementation of appropriate systems to manage these risks with
a view to the long term viability of the Group.
Risk Management activities are set out in the Statement of Risk Management and Internal Control on
page 46 of the Annual Report.
