| ANNUAL REPORT 2015
62
The Board of Directors of Bonia Corporation Berhad (Board), in recognising the importance of corporate governance, is committed
to ensure that the Group carries out its business operations with integrity, transparency and professionalism.
The Board is pleased to provide the following statement, which outlines the practices adopted by the Company in compliance
with the Principles and Recommendations set out in the Malaysian Code on Corporate Governance 2012 (MCCG) to protect and
enhance all aspects of the shareholders’ value.
THE BOARD OF DIRECTORS
Board Responsibilities
The Board plays pivotal role in leading and managing the Group with the ultimate objective of realising long-term shareholder
value. The collective responsibilities and roles of the Board, among others, are to:
•
review and adopt the overall strategic plans and programmes for the Group
•
oversee and evaluate the conduct of businesses of the Company and Group
•
identify principal risks and ensure implementation of appropriate internal controls and mitigation measures
•
establish a succession plan
•
developing and implementing a shareholder communication policy for the Company
•
review the adequacy and the integrity of the management information and internal controls systems of the Company and
Group
•
provide oversight and monitoring of environmental, social and governance aspects of business in the Group which underpin
sustainability
The Board is mindful of the importance of business sustainability and strives to maintain an equitable balance between increasing
value for shareholders and being responsible to society and the environment. Apart from adopting environmental friendly,
ecological and cost effective operation and supply-chain processes, the Board also sets up the Group’s objectives and strategies
with regard to its responsibilities to shareholders, employees, customers and other stakeholders within the business ecosystem to
develop a sustainable future.
The Board Charter, sets out the roles, responsibilities, processes and functions of the Board is published in the corporate website
and subject to periodic review and update to ensure compliance with regulatory requirements. The Board observes the “Code of
Ethics for Company Directors”as prescribed by the Companies Commission of Malaysia which provides guidance on the standards
of conduct and prudent business practices as well as standards of ethical behavior to the Directors. Any non-compliance, allegation
or concern on the relevant issues can be reported confidentially to the designated persons to enable prompt corrective actions to
be taken where appropriate.
Board Balance and Composition
The Company is led by an experienced and diverse Board. There are currently 6 Executive Directors, 3 Independent Non-Executive
Directors and an Alternate Director on the Board. A brief description of the background of each Director is contained in the Profile
of Directors section in this Annual Report.
Separation of the positions of the Group Executive Chairman cum Chief Executive Officer and the Group Managing Director
promotes accountability and facilitates division of responsibilities between them. Each of them plays a distinctive role but
complementing each other to ensure balance of power and authority. The presence of the Independent Non-Executive Directors
whom are independent from the management and major shareholders of the Company, free from any business dealing and other
relationships that could materially interfere with the exercise of their independent judgement, provides balance and independent
view at all Board deliberations. Together with the Executive Directors who possess intimate knowledge of the Group‘s rapidly
evolving businesses, the Board is constituted of individuals who are committed to business integrity and professionalism in all
their activities.
The Board regards independence as an important element for ensuring objectivity and fairness in Board’s decision-making. In order
to uphold independence, the Board undertakes annual assessment on its Independent Directors judging from events that would
affect the ability of the Independent Directors to continue bringing independent and objective judgment to Board deliberations,
the criteria of Independent Directors under regulatory definition, as well as their duty not to act contrary to the interest of the
Company. Datuk Ng Peng Hong @ Ng Peng Hay is currently the Senior Independent Non-Executive Director to whom concerns
regarding the Company may be conveyed.
STATEMENT ON CORPORATE
GOVERNANCE
