Asia Media Group Berhad Annual Report 2014
38
CORPORATE GOVERNANCE STATEMENT
(Cont’d)
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
(Cont’d)
1.2. Clear Roles and Responsibilities of the Board
The Board has the overall responsibility in leading and determining the Group’s strategic
direction. It provides an effective oversight of the conduct of the Group’s business, ensuring
an appropriate risk management and internal control system is in place as well as regularly
reviewing such system to ensure its adequacy and integrity.
The Board assumes that following principal responsibilities in discharging its fiduciary and
leadership functions:
•
Reviewing and adopting a strategic plan for the Company;
•
Overseeing the conduct of the Company’s business to evaluate whether the business
is being properly managed;
•
Identifying principal risks and ensure the implementation of appropriate systems to
manage these risks;
•
Succession planning, including appointing, training, fixing of compensation and where
appropriate, replacing Senior Management;
•
Developing and implementing an investor relations programme or shareholder
communications policy for the Company; and
•
Reviewing the adequacy and the integrity of the Company’s internal control systems
and management information systems, including systems for compliance with
applicable laws, re gulations, rules, directives and guidelines.
The Board has delegated specific responsibilities to Board Committees as well as various
sub-committees to assist the Board in the running of the Group. The functions and terms
of reference of the Board Committees as well as authority delegated by the Board to
these Committees have been clearly defined by the Board. The Board reviews the Board
Committee’s authority and terms of reference from time to time to ensure their relevance.
There are four (4) Board Committees namely the Nomination Committee, Remuneration
Committee, Audit Committee and the Option Commitetee setup up by the Board of Directors.
These Committees examine specific issues and report to the Board with their
recommendations. The ultimate responsibility for decision-making lies with the Board.
1.3. Ethical Standards and Code of Conduct
The Board has in place a Code of Conduct for the Directors and employees. The Code of
Conduct includes amongst others the respect for the individual, create a culture of open
and honest communication, set tone at the top, uphold the law, avoids conflicts of interest,
set metrics and reports results accurately.
The Board will be formalising a whistleblower policy to provide a safe mechanism for
whomever to come forward and raise any concerns about the actual or potential fraud or
breach of trust involving employees, Management and the Directors of the Group.
It allows the whistleblower the opportunity to raise concerns outside the Management line.
The identity of the whistleblower will be kept confidential and protection is accorded to the
whistleblower against any form of reprisal or retribution.
