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annual report | 2012 Gunung Capital Berhad (330171-P)
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CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Gunung Capital Berhad (“Gunung”) is committed to ensure that high standards of corporate
governance are practiced throughout the Group and that integrity and fair dealing are paramount in all its activities
with the objective of protecting the Group’s assets and enhancing shareholders’ value.
This Statement sets out the manner in which the Group has applied and the extent of compliance with the principles
and recommendations as set out in the Malaysian Code on Corporate Governance 2012 (MCCG 2012) for the financial
year ended 31 December 2012.
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
The Board is responsible for ensuring that shareholders’ value and interests are protected and enhanced. Various
processes and systems are in place to assist the Board in carrying out their stewardship responsibility. The processes
include the following:-
1.1 Clear Functions of the Board and Management
There is a clear separation of functions between the Board and Management. The Board adopts the concept of
independence in tandem with the definition of “Independent Director” in Section 1.01 of the Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”). Although the position of Chairman and Chief Executive
Officer are held by the same individual, it does not mean that independence is compromised. The Board is satisfied
with the composition and good mix with two (2) Executive Directors and three (3) Independent Non-Executive
Directors. The composition and number of Directors reflect the fair representation of all shareholders’ interest and
investment. The Independent Non-Executive Directors with their different background and professions collectively
form an effective Board with a mix of industry-specific knowledge and broad business and commercial experience.
This balance enables the Board to provide strong and effective leadership and form an independent judgement
with regards to various aspects of the Company’s business strategies and performance so as to ensure that the
Group achieves the highest standards of performance, accountability and ethical behavior.
1.2 Board Duties and Responsibilities
The Board has the overall responsibility for controlling and overseeing the business affairs of the Group to ensure
proper management. This includes adopting strategic plans, approving key business initiatives, major investments
and funding decisions, reviewing financial performance and developing corporate objectives. The Board’s role is
to provide leadership of the Group within a framework of prudent and effective controls whilst ensuring risks are
consistently assessed and controlled. Generally, the Board must ensure that the Company is being managed and
its business conducted in accordance with high standards of accountability and transparency. It also determines
succession plans for senior management and ensures adequate internal controls to identify and manage risks.
The roles and functions of the Board including the executive and non-executive Directors are clearly defined in
the Board Charter which regulates how business is to be conducted by the Board in accordance with the principles
of good corporate governance.
The Board has delegated certain responsibilities to the Audit Committee, Nomination Committee and Remuneration
Committee. All committees have clearly defined terms of reference. The Chairman of the various committees will
report to the Board the outcome of the committee meetings.
1.3 Formalised Ethical Standards through Code of Conduct
The Company has formalized a Code of Conduct for the Group. The objective of the Code of Conduct is to set out
the ethical standards to all employees in their dealings with fellow colleagues, customers, shareholders, suppliers,
competitors, the wider community and the environment.
Every employee must display and behave in a manner which is consistent with the Group’s philosophy and core
values.