Annual Report (Complete) - MYCRON Steel Berhad
Annual Report (Complete) - MYCRON Steel Berhad
Annual Report (Complete) - MYCRON Steel Berhad
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Statement on Corporate Governance<br />
The Board of Directors (“the Board”) of Mycron <strong>Steel</strong> <strong>Berhad</strong> fully appreciates the importance of adopting high standards of corporate<br />
governance within the Group. The Board recognises that its primary responsibility is to safeguard and promote the interests of the<br />
shareholders and to enhance the long-term value of the Company. The Board continuously strives and is fully committed to maintaining<br />
high standards of corporate governance throughout the organisation. The general framework of corporate governance that the Board<br />
upholds is one which aims to encourage positive entrepreneurial behavior while ensuring that the appropriate checks and balances<br />
are in place so that decisions are made wisely in the long term interests of the Company and its shareholders.<br />
The Board is pleased to provide the following statement, which outlines the main corporate governance practices that were in place<br />
throughout the financial year under review unless otherwise stated.<br />
BOARD OF DIRECTORS<br />
(a)<br />
Board Responsibilities<br />
The Group acknowledges the pivotal role played by the Board in the stewardship of its direction and operations, and ultimately<br />
the enhancement of long-term shareholder value. The Board is generally entrusted with the responsibility to exercise reasonable<br />
and proper care of the Company’s resources for the best interests of its shareholders and safeguard the Company’s assets.<br />
The Board is accountable under the law for the Company’s activities, strategies and financial performance. The Board supervises<br />
the management of the business and affairs and discharges its duties and obligations by reviewing the adequacy and the<br />
integrity of the Company’s internal control systems, including systems for compliance with applicable laws, regulations, rules,<br />
directives and statutory requirements.<br />
While the Board is responsible for creating the framework and policies within which the Group should be operating, the<br />
Management is accountable for the execution of the expressed policies and attainment of the Group’s expressed corporate<br />
objectives. This demarcation reinforces the supervisory role of the Board.<br />
To facilitate effective discharge of responsibilities, dedicated Board Committees were established guided by clear terms of<br />
reference with Directors who have committed time and effort as members. The Board Committees are chaired by Non-Executive<br />
Directors who exercise skillful leadership with in-depth knowledge of the relevant industry. Standing committees of the Board<br />
include the Audit, Risk Management, Nomination and Remuneration Committees. These Committees have the authority to<br />
examine particular issues and will report to the Board with their recommendations. The ultimate responsibility for the final decision<br />
on all matters, however, rests with the entire Board.<br />
(b)<br />
Board Balance and Composition<br />
The Board currently has nine (9) members comprising of the following:<br />
• One (1) Non-Executive Non-Independent Chairman<br />
• One (1) Executive Director/Chief Executive Officer<br />
• Four (4) Non-Independent Non-Executive Directors<br />
• Three (3) Independent Non-Executive Directors<br />
Premised on the above Board balance, the Board has complied with Paragraph 15.02 of the Main Market Listing Requirements<br />
of Bursa Securities to have at least one-third (1/3) of the Board comprising Independent Directors. The composition of the Board<br />
reflects a balance of Executive, Non-Executive and Independent Directors from diverse professional backgrounds with vast<br />
experience of a mixture of technical, entrepreneurial and financial skills. The Directors are cognizant of the key role they play in<br />
charting the strategic direction, development and control of the Group and have adopted the six (6) primary responsibilities as<br />
listed in the Malaysian Code on Corporate Governance (“the Code”). The profiles of the Directors which are set out on pages 15<br />
to 19 illustrate an impressive spectrum of experiences vital to the direction and management of the Company.<br />
There is a clear division of responsibilities between the Chairman and the Executive Director/Chief Executive Officer to ensure that<br />
there is a balance of power and authority. The Chairman is primarily responsible for the working of the Board, its membership and<br />
participation of the members at Board meetings. The Executive Director/Chief Executive Officer is responsible for the making and<br />
execution of strategic goals, effective operation within the Group, to explain, clarify and inform the Board on matters pertaining<br />
to the Group.<br />
The Non-Executive Directors support the skills and experience of the Executive Director/Chief Executive Officer, contributing to<br />
the formulation of policy and decision making through their knowledge and experience of other business sectors. provide the<br />
necessary balance of power and authority to the Board. They ensure that all policies and strategies formulated and proposed<br />
by the Management are fully deliberated and examined and take into account not only against the best long term interests<br />
of shareholders, but also to ensure that they take proper account of the interests of employees, customers, suppliers and the<br />
communities within which it is represented. They contribute to the formulation of policies and decision making using their expertise<br />
and experience.<br />
pg 24 | Mycron <strong>Steel</strong> <strong>Berhad</strong>