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INTRODUCTION
This Statement is prepared in accordance with ACE Market Listing Requirements (“Listing Requirements”) and the Malaysian Code on Corporate Governance (“MCCG”). This Statement gives the shareholders an overview of the corporate governance practices of the Group during financial year ended 2020 (“FYE 2020”).The Board of Directors (“the Board”) recognizes the importance of good corporate governance and continues to be committed to ensure that high standards of corporate governance are practiced throughout the Group to deliver long term sustainable value to the shareholders and other stakeholders. With this in mind, the Board are pleased to present the corporate governance overview statement which takes guidance from the key Corporate Governance principles as set out in the MCCG.This Statement provides an overview of the Company’s application of the 3 key principles of good corporate governance set out in the Code that has been in place during the FYE 2020.This Statement is to be read together with the Company’s Corporate Governance Report (“CG Report”). This CG Report is available for reference at the Company’s website at www.straits-interlogistics.com as well as on the Bursa Malaysia Securities Berhad’s (“Bursa Securities”) website at www.bursamalaysia.com.In order to provide the latest status update of the Company, this Overview Statement on Corporate Governance also includes information up to 18 May 2021.The manner in which the Corporate Governance framework is applied is summarized as follows:-
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PRINCIPLE A - PART I BOARD RESPONSIBILITIES
1.0 Board Responsibilities1.1 Roles & ResponsibilitiesThe Board’s role is to provide stewardship and control of the Group’s business and affairs on behalf of shareholders with due consideration on the impact of the Group’s activities on its stakeholders. The Board has overall responsibility for the proper conduct of a Company’s business in achieving the objectives and long-term goals of a Company. The Board strives to ensure that it is practised throughout the Company as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and raise the performance of the Company.The Board is guided by the prevailing legal and regulatory requirements such as the Companies Act 2016 and the Listing Requirements as well as the Company’s policies, Company’s Constitution and Board Charter in discharging its fiduciary duties and responsibilities.The Group has established a Delegation Authority Limit (“DAL”) which indicates the specific powers of the Board, the Board Committees and the Group Managing Director (“Group MD”). The Management has to adhere to the DAL in carrying out its day-to-day functions.In the discharge of the Board’s duties and responsibilities, the Board has delegated certain duties and responsibilities to three (3) Board Committees with clearly defined Terms of Reference (“TOR”). They are the Nomination & Remuneration Committee (“NRC”), Board Risk & Compliance Committee (“BRCC”) and Audit Committee (“AC”).While the Board Committees have their functions and delegated roles, duties and responsibilities, the respective Board Committee Chairman will report to the Board on the outcome of the Board Committee meetings and resolutions, which would also include the key issues deliberated at the Board Committee meetings.1.2 Chairman and Group MDThe roles and responsibilities of the Chairman and the Group MD are held by two (2) separate individuals and are distinct and separate with each having a clear scope of duties and responsibilities to ensure there is a balance of power and authority.The Chairman of the Board, YAM Dato’ Seri Tengku Baharuddin Ibni Al-Marhum Sultan Mahmud plays a key role in ensuring the effective functioning of the Board, provides effective leadership, strategic direction and necessary governance to the Group.The Chairman also ensure that the Agenda covered all matters required to be discussed, resolved and considered and that the meetings are convened and properly attended by all Directors who are given the opportunity to express their views and that decisions made during all meetings adequately reflect the views of the meeting as a whole.The Chairman is responsible for ensuring the effectiveness of the governance process of the Board while the Group MD has overall responsibility, with the support of the key management team, for the day-to-day management of the business and operations of the Group as well as the implementation of the Board’s policies, directives, strategies and decisions.1.3 Qualified and Competent Company SecretariesThe Company is supported by two (2) suitably qualified and competent Company Secretaries to provide sound governance advice, ensure adherence to rules and procedures and advocate the adoption of corporate governance best practices. Both Company Secretaries are qualified to act as Company Secretary under Section 235 of the Companies Act 2016. The Company Secretaries are external company secretaries from MegaWan Corporate Secretarial PLT with vast knowledge and experience from being in public practice and is supported by a dedicated team of company secretarial personnel.All Directors have full and unrestricted access to the advice and services of the Company Secretaries. The Board was regularly updated on new guidelines, directives and new regulatory issues affecting the Group by the Company Secretaries. The Company Secretaries constantly keep themselves abreast with the evolving regulatory changes and developments in corporate governance realm by attending the necessary training programmes, conferences, seminars and/or workshops to ensure effective discharge of their advisory role to the Board.1.4 Access to Information and AdviceAll Directors are provided with the meeting materials on a timely basis prior to the scheduled Board meetings. All Board papers, including those on complicated issues or specific matters and minutes of meetings, are distributed on a timely basis to ensure Directors are well informed and where necessary, obtain additional information or clarification prior to the meeting to ensure the effectiveness of the proceeding of the meeting.In most instances, the Key Senior Management is invited to be in attendance at Board meetings to provide insight and to furnish clarification on issues that may be raised by the Board. Every Director also has unrestricted access to all information with regard to the activities of the Group.In addition, all Directors have access to the management and auditors for independent view and advice. In vfurtherance of their duties, the Directors may seek independent advice, where necessary, at the expense of the Company, so as to ensure that they are able to make independent and informed decisions.1.5 Board CharterThe Directors are expected to maintain the highest levels of integrity, honesty and accountability and a strong commitment to corporate governance practices.The respective roles and responsibilities of the Board and Board Committees, Independent Directors and Management are clearly set out in the Board Charter as guidance and clarity to enable them to effectively discharge their duties. The Board Charter is to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members, and the various legislations and regulations affecting their conduct, and that the principles and practices of good corporate governance are applied in all their dealings in respect, and on behalf of the Company.The Board Charter incorporates provisions that provide for clear demarcation of the respective roles and responsibilities of the Board.The Board Charter is subject to review, if required, due to a change of law or of company policy that affects the Board Charter. Any amendments to the Board Charter shall be approved by the Board.The Board Charter is available on the Company’s website at www.straits-interlogistics.com.1.6 Directors’ Code of Ethics and Whistleblowing Policy(i) Directors’ Code of EthicsThe Code of Conduct works as an ethical framework to guide actions and behaviours of all Directors and employees while at work. The Code of Conduct is made available to all directors, Key Senior Management and all employees of the Group. The Code of Conduct is reviewed and updated from time to time by the Board to ensure that it continues to remain relevant and appropriate.The Company has adopted the Directors’ Code of Conduct and Ethics (“Code of Ethics”) with the aims to encourage high standards of honesty, integrity, ethical and law-abiding behaviour expected of Directors as well as to foster standards to protect and promote the interests and maintain the confidence of all shareholders and stakeholders.This Code is adapted from the Company Directors’ Code of Ethics issued by the Suruhanjaya Syarikat Malaysia (“SSM”). It should be read together with the Board Charter, MCCG and Bursa Securities’ Corporate Governance Guide in order to provide a comprehensive overview of what is expected from the Straits Board and all appointed company directors in the Group.The Code of Ethics is published on the Company’s website at www.straits-interlogistics.com.(ii) Whistleblowing PolicyThe Company have established adequate and secured Whistleblowing reporting channels for the employees and external parties to report any suspected fraud, corruption, criminal activity or unethical conduct/behaviour in the workplace without facing any adverse consequences such as retaliation.The Company’s culture encourages open communication, constructive feedback and suggestion across all levels of functionalities and positions. Employees have access to and can bring their matters and issues to immediate superiors or to any member of management or any director for appropriate action.The Whistleblowing Policy is published on the Company’s website at www.straits-interlogistics.com.1.7 Anti-Bribery and Corruption PolicyFollowing the introduction of corporate liability provision for bribery and corruption under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), the Board of Directors had in November 2020 adopted an Anti-Bribery and Corruption Policy which reflects the Group’s stand on zero-tolerance against all forms of bribery and corruption as well as its commitment to lawful and ethical conduct at all times.The Board of Directors has entrusted the task to the AC to review and monitor the anti-corruption activities of the Group and the implementation of its anti-corruption strategies and programme.The Policy serves to provide guidance to all the Directors, Employees, Customers, Suppliers, Contractors, Agents and any person associated with the Group on how to deal with improper solicitation, bribery and other corrupt activities in order to achieve business or personal gains for themselves or others, that can be construed as having contravened the anti-corruption laws of Malaysia.The Anti-Bribery and Corruption Policy is published and available on the Company’s website at www.straitsinterlogistics.com.2.0 Board Composition2.1 Composition of the BoardThe current Board has seven (7) Directors comprising two (2) Executive Directors, three (3) Non-Independent & Non-Executive Directors and two (2) Independent & Non-Executive Directors. This composition complies with Paragraph 15.02 of the Listing Requirement which requires at least two (2) directors or one-third (1/3) of the Board, whichever is the higher, to be independent.The concept of independence adopted by the Board is in tandem with the definition of an Independent Director under paragraph 1.01 and Guidance Note 9 of the Listing Requirements.The Independent & Non-Executive Directors are persons of calibre and credibility with the ability to exercise independent judgment in the Board without fear or favour. The independent directors participated actively in providing independent advice, views and judgement in the decision-making process, thus ensuring that a balanced and unbiased deliberation process is in place to safeguard the interest of all stakeholders.Although all Directors shared equal responsibility for the Group’s business directions and operations, the presence of Independent & Non-Executive Directors is essential in ensuring that the management proposals are fully discussed, challenged and evaluated, by taking into account the interests not only of the Group but also all interested parties, including shareholders, employees, customers, suppliers and the communities as a whole.Therefore, the lack of the necessary number of Independent & Non-Executive Directors does not jeopardise the independence of Board deliberations as all decisions have been made in the best interest of the Company and the Group. Nonetheless, the Board will address Board succession planning to ensure that Independent & Non-Executive Directors form 50% of Board composition.The profile of each member of the current Board is set out in the Directors’ Profile of this Annual Report.2.2 Tenure of an Independent DirectorIndependent Directors play an important role in improving corporate credibility and governance standards functioning.The Board had included in its Board Charter that the tenure of an Independent Director should not exceed a cumulative or consecutive term of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the director’s re-designation as a Non-Independent Director. If the Board desires to retain them beyond nine (9) years, upon recommendation of the NRC, the Board should justify and seek annual shareholders’ approval.As at to-date, the tenure of all the Independent Directors does not exceed nine (9) years.During the financial period under review, the Board had, through the NRC, assessed the independence of its Independent Directors and is satisfied that the Independent Directors have demonstrated independence in their conduct and behaviour and that each of them is independent of the Management and free from any business or other relationships which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company and the Group.2.3 Board DiversityThe Group sees a diverse Board and Key Senior Management as an essential element in supporting the attainment of strategic aims. In this regard, the Group has, at all times, practices non-discrimination on the basis of, but not limited to, age, gender, ethnicity or religion, educational and cultural background or geographic region when selecting Board member and Key Senior Management.The present Directors, with their diverse background and professional specialisations, collectively, bring with them a wealth of experience, technical knowledge and skills in the fields that are related to oil trading and bunkering services as well as business management, operations and administration within the Group.
2.4 Gender Diversity
The Board, when making appointments, will consider skills and experience needed as well as gender balance to expand the perspective and capability of the Board as a whole. The Group does not adopt any formal gender diversity policy in the selection of new Board candidates and does not have specific policies on setting target for female candidates in the workplace.The evaluation on the suitability of candidates as the new Board member or as a member of the workforce is based on the candidates’ competency, skills, character, time commitment, knowledge, experience and other qualities in meeting the needs of the Group, regardless of gender, age, ethnicity, religion and culture background.Although currently, the Company do not have a formalised Board Diversity Policy or Gender Diversity Policy, the Company does not practise any gender discrimination and the Group currently has two (2) female Directors on the Board i.e one in the Company and one in the subsidiary.2.5 Foster Commitment of the DirectorsDuring the FYE 2020, the Board had convened a total of ten (10) Board Meetings for the purposes of deliberating on the Company’s quarterly financial results and discussing other strategic and important matters. During the Board Meetings, the Board reviewed the operations and performance of the Group and other strategic issues that may affect the Group’s business. Relevant Key Senior Management members were invited to attend some of the Board Meetings to provide the Board with their views and clarifications on issues raised by the Directors.The Directors, to the best of their ability, have devoted sufficient time and effort to attend Board and/or Board Committee meetings for the FYE 2020. Board meetings are also supplemented by resolutions circulated to the Directors for decision between the scheduled meetings.The attendance of Directors during the FYE 2020 is set out below:No Name of Directors No of Meetings attended during the
time the Directors hold office% 1. YAM Dato' Seri Tengku Baharuddin Ibni Al-Marhum Sultan Mahmud
Non-Independent & Non-Executive Chairman10/10 100 2. Dato’ Sri Ho Kam Choy
Group Managing Director10/10 100 3. Captain Tony Tan Han (Chen Han)
Executive Director10/10 100 4. Ho Fook Meng
Independent & Non-Executive Director10/10 100 5. Leong Fook Heng
Independent & Non-Executive Director10/10 100 6. Tan Sri Mohd Bakri Bin Mohd Zinin
Non-Independent & Non-Executive Director10/10 100 7. *Puan Harison Binti Yusoff
Non-Independent & Non-Executive Director07/08 88 Note:-* Puan Harison Binti Yusoff was appointed as Board member of Straits on 1 March 2020.All Directors do not hold more than 5 directorships as required under Rule 15.06 of the Listing Requirements.The attendance of all the Directors at Board meetings held during the FYE 2020 surpassed the minimum requirements stipulated under the Listing Requirement.2.6 Training Programmes and SeminarsAll the Directors have attended the Mandatory Accreditation Programme prescribed by Bursa Securities. All Directors are mindful that they should receive appropriate continuous training and to attend seminars and briefings in order to broaden their perspective and to keep abreast with new developments.Directors are encouraged to evaluate their own training needs on a continuous process and to determine the relevant programmes, seminars and briefings that would enhance their knowledge to enable the Directors to discharge their responsibilities more effectively.As at the date of this Annual Report, the training programmes and seminars attended by the Directors are as follows:No Name of Directors Training/Seminar/Programmes Attended Date 1. YAM Dato' Seri Tengku Baharuddin Ibni Al-Marhum Sultan Mahmud
Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20212. Dato’ Sri Ho Kam Choy Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20213. Captain Tony Tan Han
(Chen Han)Understanding Ship Sale and Purchase (Speaker for the training)
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20214. Ho Fook Meng Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20215. Leong Fook Heng Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20216. Tan Sri Mohd Bakri Bin Mohd Zinin Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/20217. *Puan Harison Binti Yusoff Understanding Ship Sale and Purchase
Update on statutory compliance
Corporate Liability Awareness Training in relation to Corporate Liability Provision (Section 17A) of the MACC Act 200920/04/2020
20/04/2020
03/02/2021Besides their individual training as per listed, the Board members are also briefed and updated by both the Company Secretary and External Auditors, when appropriate, on changes and developments relating to their respective scope and areas of specialisation. These briefings would include subject matter in relation to Company law and regulations, corporate procedures, SSM requirements, Bursa’s advisory on rules and regulations, Listing Requirements, Corporate Governance and new auditing standards under Malaysia Financial Reporting Standards (“MFRS”).2.7 Appointment, Retirement and Re-Election of DirectorsThe NRC is responsible to recommend the appointment of new candidates to the Board, review the effectiveness and its performance assessment of the Board and the Board Committees. The Board delegates to NRC to ensure that the Board has a sufficient size with the appropriate balance of skills and experience to meet the Group’s present and future needs.The NRC considers candidates proposed by the Directors, Major Shareholders or independent sources. The NRC is responsible to ensure a formal and transparent procedure for the appointment of new Directors to the Board and recommend individuals for nomination as members of the Board.In identifying and assessing the suitability of a candidate for appointment as director, the NRC takes into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, gender diversity, competencies and other qualities, before recommending to the Board for appointment. In the case of candidates for the position of Independent & Non-Executive Director, the NRC shall also evaluate the candidates’ ability to discharge such responsibilities and functions as are expected from Independent & Non-Executive Director.The retirement and re-election of Directors is made in accordance with the Company’s Constitution where one-third (1/3) of the Directors or if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re-election provided that all directors shall retire from office once at least in every three (3) years but shall be eligible for re-election.The re-election of Directors will be tabled for shareholders’ approval at every Annual General meeting. To assist the shareholders in their decision, sufficient information such as personal profile, attendance of meetings and the shareholdings of the Directors standing for re-election is disclosed in the Annual Report.2.8 Annual AssessmentThe Company conducts an annual assessment to evaluate the effectiveness of the Board and the Board Committees as well as the performance of each individual Director through the NRC.These assessment processes comprise Board Assessment, Board Skills Matrix, Individual Directors Assessment, Board Committee’s Self and Peer Assessment, and Assessment of Independence of Independent Directors.The summary of the activities of the NRC is set out on pages 44 to 45 of this Annual Report.3.0 Level and composition of Remuneration of Directors andManaging Director/Chief Executive Officer3.1 Remuneration policyThe NRC is responsible for determining and recommending to the Board the remuneration packages of the Executive Director and Managing Director / Chief Executive Officer of the Company. It is also responsible for reviewing and recommending to the Board, the remuneration of the Non-Executive Directors.The remuneration policy of the Company was established to attract, motivate and retain Directors with the relevant experience, qualifications and expertise required to assist in managing the Company effectively.The reward levels commensurate with the competitive market and business environment in which the Company operates while being reflective of the person’s experience, level of responsibilities and linked to corporate performance, where applicable, and consistent with the Company’s culture, objective and strategy, in particular.The NRC and Board are mindful of the need to remunerate and retain its Directors to ensure that their commitment remains and therefore their remuneration package is directly linked to their performance, service, seniority, experience and scope of responsibilities.The executive Board members played no part in deciding their remuneration and the respective Board members shall abstain from all discussion pertaining to their remuneration. As for Non-Executive Directors, the level of remuneration is reflective of their experience, expertise, contribution, level of responsibilities and the onerous challenges in discharging their fiduciary duties. The determination of Directors’ fees for all Non-Executive Directors is a matter for the Board as a whole. The Non-Executive Directors receive fixed fees and meeting allowance.The Directors’ fees and benefits payable for the Directors are endorsed by the Board for approval by the shareholders at the Annual General Meeting (“AGM”) prior to payment.3.2 Remuneration of Directors and Key Senior Management3.2.1 The Board applies Practice 7.1 of the MCCG to disclose Directors’ remuneration on named basis for individual Directors with detailed remuneration breakdown.The details of the remuneration of Directors of the Company for FYE 2020 are as folltows:COMPANY LEVELNon-Executive DirectorsNo Name Fees (RM) Allowance (RM) Total (RM) 1. YAM Dato' Seri Tengku Baharuddin Ibni Al-Marhum Sultan Mahmud
54,000 8,800 62,800 2. Tan Sri Mohd Bakri Bin Mohd Zinin 48,000 22,400 70,400 3. Leong Fook Heng 48,000 22,400 70,400 4. Ho Fook Meng 48,000 22,400 70,400 5. Harison Binti Yusoff 40,000 6,400 46,400 COMPANY LEVELManaging Director and Executive DirectorsNo Name Salaries (RM) Bonus (RM) EPF (RM) Benefit in Kind(RM) Total (RM) 1. Dato’ Sri Ho Kam Choy
Group Managing Director360,000 30,000 43,200 1,018 434,218 2. Captain Tony Tan Han
(Chen Han)
Executive Director- - - - - GROUP LEVELNon-Executive DirectorsNo Name Fees (RM) Allowance (RM) Total (RM) 1. YAM Dato' Seri Tengku Baharuddin Ibni Al-Marhum Sultan Mahmud
285,000 8,800 293,800 2. Tan Sri Mohd Bakri Bin Mohd Zinin 273,000 22,400 295,400 3. Leong Fook Heng 48,000 22,400 70,400 4. Ho Fook Meng 48,000 22,400 70,400 5. Harison Binti Yusoff 40,000 6,400 46,400 GROUP LEVELManaging Director and Executive DirectorsNo Name Salaries (RM) Bonus (RM) Fees (RM) EPF (RM) Benefit in Kind (RM) Total (RM) 1. Dato’ Sri Ho Kam Choy
Group Managing Director720,000 55,000 27,000 89,400 1,942 893,342 2. Captain Tony Tan Han
(Chen Han)
Executive Director541,862 - - 42,416 - 584,278 3. Ho Hung Ming
Alternate Director to Tan Sri Mohd Bakri180,000 10,000 22,800 924 213,724 3.2.2 Pursuant to Practice 7.2 of the MCCG 2017, the Top Five (5) Key Senior Management’s total remuneration inclusive of salary, bonus and other emoluments in bands of RM50,000 are disclosed as follows:Range of Remuneration per annum (RM) Key Senior Management RM 50,000 and below -
RM 50,001 - RM 100,000 1 RM 100,001 - RM 200,000 1 RM 200,001 - RM 300,000 1 RM 300,001 - RM 400,000 2 More than RM 400,000 - The Board is of the view that the disclosure of the Key Senior Management’s remuneration components would not be in the best interest of the Company given that the competitive human resources environment as such disclosure may give rise to recruitment and talent retention issues.As an alternative, the Board is of the view that the disclosure of the remuneration paid to the top five (5) Key Senior Management for the FYE 2020 on unnamed basis in the bands of RM50,000.00 is adequate.The remuneration packages of Key Senior Management are always benchmarked against the industry to ensure that the remuneration packages are commensurate with individual duties, responsibilities and performance as well as the Group’s performance. -
PRINCIPLE B: EFFECTIVE AUDIT & RISK MANAGEMENT
4.0 Effective and Independent Audit Committee (“AC”)
The AC comprises three (3) members, majority of whom are Independent & Non-Executive Directors. The composition, authority as well as duties and responsibilities of the AC are set out in its TOR and is available on the Company’s website at www.straits-interlogistics.com.
The members of the AC possess a mix of skill, knowledge and appropriate level of expertise and experience to enable them to discharge their duties and responsibilities pursuant to the TOR of the AC.
The AC assists the Board in reviewing the Group’s financial reporting process and accuracy of its financial results and scrutinising information for disclosure to ensure reliability and compliance with the applicable financial reporting standards. The AC reviewed the unaudited quarterly financial reports and year-end financial statements of the Company prior to recommendation of the same to the Board for approval and submission to Bursa Securities.
The AC is chaired by Leong Fook Heng, who is an Independent & Non-Executive Director who is distinct from the Chairman of the Board. All members of the AC are financially literate, with one (1) of the member of the AC is a member of the Malaysian Institute of Accountants.
The AC undertakes an annual review of the suitability, objectivity and independence of the External Auditors. The External Auditors have confirmed that they were, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements. The External Auditors can be engaged to perform non-audit services that are not perceived to be in conflict with their role as External Auditors.
The AC has adopted a policy that requires a former key audit partner to observe a cooling-off period of at least two (2) years before being appointed as a member of the AC. However, none of the AC members were former key audit partners and in order to uphold the utmost independence, the Board has no intention to appoint any former key audit partner as a member of the AC.
The AC has adopted an External Auditors Assessment Policy which lays down the criteria to be considered in the selection, appointment and re-appointment of the External Auditors, the need to obtain written assurance from the External Auditors confirming that they are, and have been, professionally independent throughout the conduct of the audit engagement in conformity with all regulatory requirements and practices, as well as ensuring that the audit fees payable to the External Auditors are reasonable, fair and realistic in terms of complexity and the size of the audit so as to preserve their professional independence.
The Board maintains a transparent and professional relationship with the External Auditors through the AC. Under the existing practice, the AC invites External Auditors to attend its meetings at least twice a year to discuss their audit plan and findings on the Company’s yearly financial statements. In addition, the AC will also have private meetings with the External Auditors without the presence of the Management to enable exchange of views on issues requiring attention.
The summary of the activities of the AC during the financial year are set out in the Report of the AC on pages 25 to 29 of this Annual Report.
5.0 Risk Management and Internal Control Framework5.1 Risk Management Framework
The Board has ultimate responsibility for reviewing the Company’s risks, approving the risk management framework and policy and overseeing the Company’s strategic risk management and internal control framework to achieve its objectives within an acceptable risk profile as well as safeguarding the interest of stakeholders and shareholders and the Group’s assets.
The Board through the Board Risk & Compliance Committee (“BRCC”) which comprises all Non-Executive Directors, reviews the key risks identified to ensure proper management and mitigation of risks and report to the Board.
In November 2020, the Board restructured the Risk Management Committee (“RMC”) to oversees the implementation of risk management and enhanced the Enterprise Risk Management (“ERM”) Framework to identify, evaluate, control, monitor and report the principal business risks faced by the Group on an ongoing basis. -
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIPS WITH STAKEHOLDERS
6.0 Compliance with Statutory and Financial Reporting StandardsIn presenting the Annual Reports and audited financial statements and announcing quarterly results, the Board aims to present an accurate, balanced assessment of the Group’s financial position and prospects.The Board and assisted by the AC, review the financial statements to ensure that the Group’s financial statements are prepared in accordance with the provisions of the Companies Act 2016 and the applicable approved Financial Reporting Standards.The Statement of Directors’ Responsibility in relation to the Financial Statement is presented in the appropriate section of this Annual Report as shown on page 46.The AC reviewed all financial reports prepared by the management prior to submission to the Board for deliberation and approval. The External Auditor and the Financial Controller provide assurance to the AC that appropriate accounting policies have been adopted and applied consistently and the relevant financial statements gave a true and fair view of the state of affairs of the Group in compliance with the MFRS, International Financial Reporting Standards and the requirements of the Companies Act 2016.7.0 Communication with Stakeholders7.1 Corporate Communication and DisclosuresThe Board recognises the importance of maintaining transparency and accountability to its shareholders.The Board is aware that a key element of good corporate governance is the effective communication and dissemination of relevant information which is readily accessible by the Company’s shareholders and various stakeholders.To ensure thorough public dissemination, the Company has leveraged on information technology including making announcements via Bursa Link (The Listing Information Network) of Bursa Securities and establishing a dedicated section for “Investors” on the Company’s website where updates on the corporate information, Group structure, Directors’ Profile, announcement and Annual Reports can be accessed.The contact details of the designated person to address any queries are also published on the Company’s website at www.straits-interlogistics.com.The Company’s general meetings remain an informative platform for the shareholders to engage directly with the Company’s Directors. Shareholders are encouraged to attend the general meetings and they are given sufficient time and opportunity to participate in the proceedings, raise concerns on the resolutions being proposed and the operations of the Group and also to communicate their expectations on the Group.8.0 Conduct of General Meetings8.1 Shareholder’s Participation at General MeetingsGeneral meetings of the Company represent the main venue for communication between the shareholders and the Company. Shareholders are encouraged to attend and participate in these meetings.Shareholders are given the opportunity to raise questions on issues pertaining to the Group’s operational and financial performance. At the AGM, the shareholders can exercise their voting rights in compliance with the laws and procedures of a general meeting.To promote good attendance at AGM and allow shareholders to seek clarifications or ask questions on pertinent and relevant matters, notices of AGM and Extraordinary General Meetings (“EGM”) of the Group and related papers are sent out to shareholders within a reasonable and sufficient time frame in accordance with the Company’s Constitution. The said notice will also be advertised in a nationally circulated English or Bahasa Malaysia newspaper.Key Senior Management and the Group’s External Auditors as well as the Company’s advisers are also available to respond to shareholders’ questions during the AGM/EGM as the case may be.The results of all the resolutions set out in the Notice of AGM and EGM were announced on the same day via Bursa Link which is accessible on the website of the Company and Bursa Securities.8.2 Poll votingIn line with the Listing Requirements of Bursa Securities on the requirement for poll voting for any resolution set out in the notice of general meetings, during the 23rd AGM held on 22 June 2020, poll voting was used to facilitate the voting process for resolutions tabled. An independent scrutineer was appointed to verify the poll results and the outcome of the AGM was announced to Bursa Securities on the same day.If a shareholder is unable to attend and vote in person at the General Meetings, the Company allows him/her to appoint any person, who may but need not be a member of the Company, to be his/her proxy. A proxy appointed to attend and vote at the General Meetings shall have the same rights as the shareholders to speak at the General Meetings.8.3 Leverage Technology for Remote Participation and Voting by ShareholdersIn line with the Government’s initiative to curb the spread of COVID-19 pandemic and as part of the Company’s precautionary measures, the Company conducted its 23rd AGM on 22 June 2020 on a fully virtual basis through live streaming and online remote voting via remote participation and voting (“RPV”) facilities.This allows shareholders and proxies to fully participate, speak (including posing questions to the Board via real time submission of typed texts) and vote remotely from any locations via RPV facilities.This is in line with the Guidance Note on the Conduct of General Meetings for listed issuers issued by the Securities Commission Malaysia.This Corporate Governance Overview Statement together with the CG Report was approved by the Board on 18 May 2021.