Annual Report 2016
35
The Board of Directors of QL Resources Berhad recognises the importance of adopting high standards of corporate
governance throughout the Group as a fundamental part of discharging its roles and responsibilities to protect, delivering
sustainable value, enhance shareholders’ value and financial performance of the Group.
As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form.
The Board is therefore committed to maintain high standards of corporate governance by supporting and implementing the
prescriptions of the principles and recommendations as set out in the Malaysian Code on Corporate Governance 2012
(“MCCG”).
PRINCIPLE 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
Functions of the Board and Management
The Board is ultimately responsible for establishing all strategies and policies relating to the running of the Company.
The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in
the best interests of the Company as a whole. It is the role of Senior Management to manage the Company in accordance
with the direction and delegations of the Board. The responsibility of the Board to oversee the activities of Management in
carrying out these delegated duties.
Board’s Roles and Responsibilities
The Company is led by an experienced and dynamic Board. It has a balanced board composition with effective independent
directors. The Board plays a pivotal role in the stewardship of the Group and ultimately enhancing shareholders value.
The Board delegates and confers some of the Board’s authorities and discretion on the Group Managing Director as well
as on properly constituted Board Committees comprising Non-Executive Directors.
The Board is responsible for formulating and reviewing the Group’s strategic plans and key policies, and charting the course
of the Group’s business operations whilst providing effective oversight of the Management’s performance, risk assessment
and controls over business operations. The Board is responsible for determining the nature and extent of the principal risks
it is willing to take in achieving its strategic objectives.
The principal responsibilities of the Board include the following:-
•
to review and adopt strategic plans, addressing the sustainability of the Group’s business;
•
to oversee the conduct of the Group’s businesses and evaluate whether or not the businesses are being properly
managed;
•
to identify principal business risks faced by the Group and ensure the implementation of appropriate systems to manage
these risks;
•
to consider and implement succession planning, including appointing, training, fixing the compensation of and, where
appropriate, replacing members of the Board and Senior Management;
•
to develop and implement an investor relations programme or shareholder communications policy for the Company;
and
•
to review the adequacy and the integrity of the Group’s internal control systems and management information systems,
including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board in line with the good governance practices and to enhance transparency, accountability and timely disclosure of
material information, put in place the following policies and procedures which are made available at the Company’s website
at
:-
a) Board Charter
b) QL Non-Audit Policy
c) QL Board Diversity Policy
d) QL Code of Conduct and Whistleblower Policy
e) QL Corporate Disclosure Policy
CORPORATE GOVERNANCE STATEMENT
