CORPORATE GOVERNANCE STATEMENT
The Board of Directors recognises the importance of good corporate governance and the need to ensure
that it is observed and practised throughout the Group. It strives to continually improve and comply with the
principles and recommendations on corporate governance as articulated in the Malaysian Code on Corporate
Governance 2012 (“MCCG 2012”).
This Statement sets out the details on how the Group has applied the Principles and Recommendations mentioned
above.
Principle 1: Establish clear roles and responsibilities
Functions reserved for the Board
The Board is responsible for guiding and monitoring the Company on behalf of its shareholders. The Board
has adopted a Board Charter that sets out the division of responsibilities between the Executive Directors,
the Non-Executive Directors and the management team. The Board delegates the day-to-day management of
the business to the Executive Directors and the management team. However, certain functions are specifically
reserved for the Board which include the following:
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in conjunction with management, establishing a vision and strategies for the Group;
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approving the Group’s annual business plan and budget;
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approving specific items of material capital expenditure and investments and disinvestments;
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appointing Directors to the Board;
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appointing and approving the terms and conditions of appointment of the Chief Executive Officer (CEO);
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approving any significant changes to accounting policies;
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approving the quarterly financial statements;
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approving the annual financial statements
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approving any interim dividends and recommending any final dividends to shareholders;
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approving all circulars, statements and corresponding documents sent to shareholders;
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approving the terms of reference and membership of Board Committees; and
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approving Company policies which may be developed from time to time.
Roles and responsibilities
In fulfilling its function, the Board assumes, among others, the following responsibilities:
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Providing leadership and strategic directions for the Group
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Overseeing the proper conduct of the business
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Ensuring prudent and effective controls and risk management system
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Reviewing the performance of management
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Overseeing the development and implementation of shareholder communication policy
After the consolidation of the Group’s operations, the Board continues to monitor the execution of the strategies
adopted on restructuring the Group’s operations to remain cost efficient with a view to improve profitability.
This strategy which is delegated to the Executive Directors to implement has to be reported back to the Board
on a periodical basis. In executing the strategy, the Board will constantly advise management to be mindful of
inventory levels and credit risks on receivables. The Board monitors these two important areas regularly at its
quarterly meetings. The Audit Committee assists the Board to monitor other areas of internal control over material
areas of the Group’s operations through the internal audit function. Areas of concern and recommendations
put forward by the internal auditors are reported back to the Audit Committee and the Board for appropriate
action to be taken.
In looking into future growth, the Group continues to grow its customer base into industries other than the
semiconductor industry by leveraging on its core competencies in building equipment. This strategy of customer
risk diversification and penetration into other industries is a risk strategy to mitigate against the highly cyclical
nature of the semiconductor industry and also to ensure that the Group’s earnings is not too dependent on a
single industry.
Pentamaster Corporation Berhad
(572307-U)
•
Annual Report 2014
12
