CORPORATE GOVERNANCE STATEMENT
(CONT’D)
Code of conduct
The Board is committed to uphold compliance with relevant requirements of laws, its Memorandum and Articles
of Association and the Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) in
the conduct of the business of the Company. In addition, the Directors observe a Code of Ethics, which was
developed by the Board based substantially on the Company Directors’ Code of Ethics established by the
Companies Commission of Malaysia.
Sustainability
In setting the Group’s overall business strategy, the Board took into consideration and implemented strategies and
practices that would promote sustainable growth for the Group. These strategies are integrated into the Group’s
Corporate Social Responsibility practices which cover the areas of the environment, community, marketplace
and workplace. The efforts of the Group in these areas are detailed in the Corporate Social Responsibility
Statement in this Annual Report.
Access to information and advice
All Directors have full and timely access to information with Board papers distributed in advance of meetings.
Agenda and discussion papers, including quarterly and annual financial statements, minutes of meetings and
board papers which include reports relevant to the issues of the meetings covering the areas of strategic,
financial and operational matters are circulated prior to Board Meetings to allow the Directors to study and
evaluate the matters to be discussed.
If required, the Directors may take independent professional advice in the furtherance of their duties at the
Company’s expense. Before incurring the professional fee, the Director concerned must seek the approval of the
Board. The Directors may access all information within the Group in furtherance of their duties.
Company Secretary
The Directors have direct access to the advice and the services of the Company Secretaries to enable them
to discharge their duties. The Company Secretaries update the Directors periodically when new statutes and
requirements are issued by the regulatory authorities to ensure that the Directors are aware of regulatory
developments that affect them in carrying out their responsibilities. The Company Secretaries also make
announcements to Bursa Malaysia on behalf of the Company and brief the Board on proposed contents of
material announcements prior to their release.
The Company Secretaries convene all Board meetings and at least one of them attends all Board meetings to
ensure that Board procedures are followed and accurate records of the proceedings and resolutions passed are
maintained. The Company Secretaries also ensure that the statutory registers are properly maintained at the
registered office of the Company. The Board believes that the current Company Secretaries who are qualified
and experienced are capable of carrying out their duties to assist the Board in ensuring adherence to Board
policies and procedures.
Board Charter
The Board has formally adopted a Board Charter which provides guidance to the Board in the fulfillment of
its roles, duties and responsibilities which are in line with relevant legislations, regulations and the principles
of good corporate governance. The Board Charter outlines the composition and structure of the Board, the
appointment of new Directors to the Board, the Board’s powers duties and responsibilities including the division
of responsibilities between executive and non-executive directors and management, establishment of Board
Committees, remuneration of Directors and processes and procedures for convening Board meetings. The Board
Charter also underlines the Board’s commitment to compliance with laws, regulations and its internal Code of
Ethics. The Board Charter is subject to periodic review and will be updated from time to time to reflect changes
to the Company’s policies, procedures and processes as well as changes to legislations and regulations. The
Board Charter is available on the Company’s website at
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Pentamaster Corporation Berhad
(572307-U)
Annual Report 2014
13
