Basic HTML Version
STATEMENT ON
CORPORATE GOVERNANCE
The Board of Directors of Ekovest Berhad (
“Board”
) recognises the importance of good corporate governance and is
committed to maintain high standard of corporate governance to protect and enhance shareholders value as well as to
support the long-term strategic objective of the Group. In this regard, the Board supports the principles and
recommendations as set out in the Malaysian Code on Corporate Governance 2012 (
“MCCG 2012”
) as issued by the
Securities Commission Malaysia (
“SC”
).
This statement, which is made pursuant to Paragraph 15.25 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (
“Bursa Securities”
) (
“MMLR”
), set out the manner in which the Board has adopted the MCCG 2012
and the extent to which the Board has applied the principles and recommendations of the MCCG 2012 during the financial
year ended 30 June 2014.
A. BOARD OF DIRECTORS
1. ROLES AND RESPONSIBILITIES
The objective of the principles stated in the MCCG 2012 sets out the fundamental structures for effective functioning
of the board. Towards this end, the Board has formalized its terms of reference in its Board Charter outlining the
fundamental structure and functions of the Board. The Board Charter is available in our Groups website at
www.ekovest.com.my
for stakeholders’ information.
Principally, the responsibilities of the board cover the areas of strategic plan, risk management, succession planning,
investor relation and system of internal control of the Group. The Board acknowledges these responsibilities for
directing and ensuring the Group is properly managed and continuously improves its performance. The Board
delegates certain responsibilities to Board Committees operating within defined terms of reference to assist the
Board in the execution of its duties and responsibilities. The respective Committees report to the Board on matters
discussed and deliberated and makes recommendations to the Board for final decision. The Board Committee
includes the Audit Committee, Remuneration Committee and Nomination Committee.
2. BOARD COMPOSITION AND INDEPENDENCE
The current composition of the Board comprises of highly qualified and experienced individuals and their combined
expertise and business experience provides insights and diversity of perspective to lead and guide the Group in
an increasing complex and competitive business environment. The profiles of the members of the Board are set
out on pages 19 to 21 of this Annual Report.
As at the date of this statement, the Board has nine (9) members comprising the Executive Chairman, the Managing
Director, two (2) Executive Directors and five (5) Independent Non-Executive Directors. During the year, we had
also appointed three (3) Alternate Directors. In this regard, the Board’s composition complies with paragraph 15.02
of the MMLR whereby at least one-third (1/3) of the Board to be independent. Further, as our Board is headed by
the Executive Chairman, the Board is currently represented by majority of Independent Non-Executive Directors
(5/9) which provides unbiased, objective and independent view, advise and judgment to ensure proper check and
balance in the Board. The Board will also conduct annual assessment on the independence of its Independent
Directors focusing on events that would affect their ability to continue to bring in independent and objective
judgment during board deliberation.
In addition, the Board recognises the importance of gender diversity in the board and encourages female
participation in the board. Presently, the Board has three (3) female members, which makes up of one third (1/3)
of the board composition.
Conventionally, the Executive Chairman, Managing Director and Executive Directors are responsible for the Group
business operations while the Non-Executive and Independent Directors play a pivotal role by bringing objective
judgment and views into the Board’s deliberation and decision making processes. The roles of the Executive
Chairman and Managing Director are assumed by different directors. Ms Kang Hui Ling has been identified as the
Senior Independent Non-Executive Director providing another channel of communication for the shareholders.
www.ekovest.com.my
23