Annual Report (Complete) - MYCRON Steel Berhad

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