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ANNUAL REPORT 2016
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 shareholders’ 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 control 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 at
/ under the Corporate Governance section, 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 de nition, 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
