DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
|
Annual Report
2015
30
Statement on
Corporate Governance
(cont’d)
(d) Ensuring corporate accountability to shareholders
The Board endeavoured to adopt an effective shareholder communications strategy, encouraging
effective participation at general meetings and developing and implementing an investor relations
program for the Company to communicate effectively with its shareholders.
(e) Reviewing the adequacy and integrity of the Group’s internal control and management systems, including
systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board has entrusted the Risk Management Committee to monitor and ensure that the internal control
systems of the Group is adequate to mitigate the Group’s risk exposures to an acceptable level.
Code of Ethics and Conduct
The Group is committed to conduct its businesses and operations with integrity, openness and accountability
and to also conduct its affairs in an ethically responsible and transparent manner. The Group has a Code of
Ethics and Conduct that set out the standards and ethical conduct expected of all employees and Directors
of the Group.
The Ethics Conduct covers the areas of conflict of interest, confidential information, insider information, protection
of the Group’s assets etc.
Access to Information and Advice
All Directors have direct access to the advice and services of the Company Secretaries on compliance issues
and ensure that the Company’s policies and procedures are followed. The Directors are also empowered to
seek independent professional advice at the expense of the Company, should they consider it necessary in their
course of duties.
All Directors are provided with an agenda together with appropriate board papers containing information on
major financial, operational and corporate matters of the Group prior to the Board meetings. This is issued 5-7
days before the Board meeting to enable the directors to review the papers in preparation for the meeting and
to obtain further explanations, where necessary.
All matters discussed and resolutions passed at each Board meeting are recorded in the minutes of the Board
meeting. These minutes are circulated to all Directors for their perusal and confirmation and any Director can
request for further clarification on the minutes prior to their confirmation.
Qualified and Competent Company Secretaries
The Board is supported by the services of qualified Company Secretaries. The roles and responsibilities of the
Company Secretaries include:
(a) Advising the Board in relation to the constitution of companies arising from the relevant laws and
regulations.
(b) Maintaining the statutory records of the Group of Companies.
(c) Attending meetings of the Board and shareholders and ensuring that the meeting proceedings are
properly convened and minuted.
(d) Regularly update and advise the Board on new statutory and regulatory requirements.
(e) Briefing the Board on the proposed contents and timing announcements to be made to regulators.
(f) Facilitating communication between the Board and Management.
(g) Facilitating compliance with the Listing Requirements and Companies’ Legislation that are applicable to
the group companies.
