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AEMULUS HOLDINGS BERHAD
TA R G E T I N G T H E B U L L’ S E Y E
CORPORATE GOVERNANCE STATEMENT
The Board of Directors (“Board”) is committed to ensure that a high standard of corporate governance is practised throughout
the Company and its subsidiary (“the Group”) in discharging its responsibilities with integrity, transparency and professionalism
to protect and enhance shareholders’ value and the financial position of the Group.
The Board is pleased to report on the application of the principles of the Malaysian Code on Corporate Governance 2012
(“Code”) and the extent of compliance with the Recommendations of the Code as required under Code during the financial
year ended 30 September 2016.
1. Establish Clear Roles and Responsibilities
1.1 Board Charter
The Board has adopted a charter to provide a reference for Directors in relation to the Board’s role, duties and
responsibilities, division of responsibilities between the Board, the Board Committees, the Chairman and Chief
Executive Officer. The Board Charter is subject to review periodically in order to ensure consistency with the
Board’s strategic intent and relevant standards of corporate governance.
1.2 Roles and Responsibilities of the Board
The Board recognises its duties and responsibilities as detailed in the Board Charter as expectations on how they
discharge their duties.
The Board assumes the following principal functions and responsibilities:-
a)
Review, approve and monitor the overall strategies and direction of the Group;
b)
Identify the principal risks and implement appropriate system to manage such risks;
c)
Oversee and evaluate the conduct and performance of the Group’s business;
d)
Review the adequacy of the Group’s internal control policy;
e)
Succession planning, including appointing, assessing training needs and fixing the compensation of the
Directors; and
f)
Ensures senior management has sufficient calibre and a succession plan is in place to ensure continuity of
management.
The Board has delegated specific duties to three (3) subcommittees (Audit, Nomination and Remuneration
Committees). These Committees have the authority to examine particular issues and report the same to the Board
with their recommendations. The ultimate responsibility for the final decision on all matters, however, lies with the
Board.
The presences of Independent Non-Executive Directors are necessary for the corporate accountability as they
provide unbiased and independent views. Even though all Directors have equal responsibility for the Group’s
operations, the role of Independent Non-Executive Directors is particularly important in ensuring the strategies
proposed by the management are discussed and examined while taking into account the long-term implications
of the business, the Group, shareholders and other stakeholders’ interests.
The Board is alert to the possibility of potential conflicts of interest involving the Directors and the Company and
affirms their commitment to ensure that such situations of conflicts are avoided.
1.3 Clear Functions of the Board and Management
To ensure the effective discharge of its functions and responsibilities, the Board Charter of the Company clearly
set out the relevant matters that are reserved for the Board’s approval, as well as those that are delegated to the
Board Committees, Independent Non-Executive Chairman and Chief Executive Officer.
Key matters reserved for Board’s decision include, inter alia, the following:-
a)
Approval of business strategy and Group’s operational plan and annual budget;
b)
Acquisition and disposal of assets of the Company or its subsidiaries that are material in nature;
c)
Approval of investment or divestment in a company / business / property / undertaking;
d)
Approval of investment or divestment of a capital project which represents a significant diversification from
the existing business activities;
e)
Any other significant business direction; and
f)
Corporate proposal on fund raising.