The board undertakes to establish various policies and procedures to improve the group's management practices. Currently, the Board consists of five (5) directors, with one (1) non-independent non-executive chairman, two (2) independent non-executive directors, one (1) managing director/managing director and one (1) ) CEO. The board meets regularly and at least quarterly to review and monitor the group's development.
The board has a board charter that is periodically reviewed and published on the company's website. The Board Charter is made available for reference on the company's website at https://bahvest.com.my. The Nomination Committee evaluated the performance of the Board in addressing the Company's material sustainability risk and opportunities during the Company's annual review exercise.
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Board decisions are made objectively in the best interest of the company by taking into account different perspectives and knowledge. The term of office of each director must be reviewed by the Nominating Committee and the annual re-election of a director must be conditional upon satisfactory evaluation of the director's performance and contribution to the board. After the completion of nine years, an independent director may continue to serve on the board as a non-independent director.
The board's decisions are made objectively in the company's best interests, taking into account different perspectives and insights.
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The board must also make a statement as to whether it supports the appointment or reappointment of the candidate and the reasons for doing so. In its annual report, the board discloses the company's gender diversity policy for the board and senior management. Stakeholders can form an opinion about the overall effectiveness of the board of directors and individual directors.
The board should conduct a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The nomination committee will review the assessment of the effectiveness of the board as a whole, the board of directors, committees and directors. The nominating committee also reviews the skill and experience mix and other attributes of the board.
The level and composition of director and senior management remuneration takes into account the company's desire to attract and retain the right talent on the board and senior management to drive the company's long-term goals. The board has remuneration policies and procedures for determining the remuneration of directors and senior management, which take into account the company's requirements, complexity and results, as well as the necessary skills and experience. The determination of the ordinary board members' remuneration is a matter for the board of directors, as the individual board members fail to make a decision regarding their own remuneration before recommending it to the shareholders.
The Board has a Remuneration Committee to implement its policies and procedures on remuneration, including reviewing and recommending matters relating to the remuneration of the Board and senior management. Directors' fees and any benefits paid to directors will be reviewed from time to time by the Remuneration Committee and recommended to the Board before being presented to the Company's AGM for approval by shareholders. The Board is of the opinion that disclosing the remuneration of these four (4) Senior Managers of the Company on an aggregate basis and not on a named basis was due to confidentiality and security concerns.
The Board ensures that the remuneration of Senior Management is commensurate with the performance of the Company, with due consideration to attract, retain and motivate Senior Management to successfully lead and manage the Company.
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Sim Kay Wah, an independent non-executive director, while chairman of the board Dato' Sri Dr. is. The Audit Committee has a policy that requires a former partner of the public company's external audit firm to have a cooling-off period of at least three years before being appointed to the Audit Committee. As a measure to ensure the independence and objectivity of the audit process, the AC has included a policy specification that regulates the appointment of a former key audit partner to the audit committee.
The policy, which is set out in the AC's regulations, requires a former key audit partner to observe a cooling-off period of at least three (3) years before being eligible for appointment as a member of the audit committee. The AC members do not include a former key audit partner of the external accounting firm. The Audit Committee has policies and procedures in place to assess the suitability, objectivity and independence of the external auditor to ensure the quality and reliability of audited financial statements.
CA recommends to the Board the appointment of external auditors, which is subject to the approval of the shareholders in GM, while their remuneration is determined by the Board. It is the practice of KA to make an annual assessment of the external auditor. Areas of assessment include, but are not limited to, objectivity and independence of the external auditor, size and competence of the audit team, audit strategy, audit reporting, partner involvement and audit fees.
In support of the assessment on independence, the external auditors provide the AC with a written assurance confirming their independence by carrying out the audit engagement in accordance with the relevant professional and regulatory requirements. Based on the assessment outcome, the AC will make recommendations for the reappointment of external auditors accordingly.
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Collectively, the Audit Committee must have a wide range of necessary skills to fulfill its tasks. All members must be financially literate, competent and able to understand matters within the purview of the Audit Committee, including the financial reporting process. All members of the Audit Committee must engage in ongoing professional development to remain abreast of relevant developments in accounting and auditing standards, practices and regulations.
The Audit Committee (“AC”) recognizes the importance of training as an ongoing knowledge development for AC members to ensure that AC members are abreast of the latest developments and changes in laws and regulations and the business environment in order to fulfill their responsibilities as members of the Advisory Committee and act in the best interests of the group and shareholders. Each AC member is encouraged to assess his/her own training needs and undertake continuous training to equip himself/herself to improve his/her knowledge and contribute effectively to the AC. Companies make informed decisions about the level of risk they want to take and implement the necessary controls to achieve their goals.
The board is given reasonable assurance that the adverse impact arising from a foreseeable future event or situation on the company's objectives is mitigated and managed. With the help of a professional firm, the Group developed and implemented its own risk management framework, including the development of a Risk Register and mapping of associated risks. The board should disclose the features of the risk management and internal control framework, as well as the adequacy and effectiveness of this framework.
Further information on the functions of the risk management and internal control framework, and the adequacy and effectiveness of this framework is set out in the Statement of Risk Management and Internal Control, which can be found on pages 31 to 34 of Bahvest's Annual Report 2022. The Board of Directors is provided with reasonable assurance of , that negative impact on the company's goals, as a result of a foreseeable future event or situation, is mitigated and managed.
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The roles and responsibilities of the outsourced internal auditors are to provide the audit committee with independent and objective assurances about the adequacy and effectiveness of the internal control system and to recommend ways to correct deficiencies (if any) in order to improve the existing control environment in relation to the Group's operations. Stakeholders are able to make informed decisions regarding the company's business, its management, environmental and social responsibility policies. The Group has made timely announcements to the public regarding the Group's corporate proposals, financial results, other regulatory announcements and information that would be of interest to investors and members of the public.
In accordance with the recommendations of the MCCG, the Company notifies its shareholders at least 28 days before the general meeting of the company. The chair of the audit, nomination, risk management and other committees provide meaningful answers to the questions addressed to them. During the last Annual General Meeting, all Directors were present to facilitate discussions and address any questions shareholders may have on matters within the purview of Board Committees.
The chairman of the board should ensure that general meetings support meaningful engagement between the board, senior management and shareholders. This includes creating the necessary infrastructure and tools to support, among other things, a smooth transmission of the general meeting and interactive participation of shareholders. Further, a listed issuer must also provide brief reasons for choosing the meeting platform.
The 17th General Meeting of the Company's Members was held entirely virtually through the online meeting platform of Securities Services (Holdings) Sdn. The minutes of the general meeting must be distributed to the shareholders no later than 30 working days after the general meeting. The Board has noted that the minutes of the General Meeting must be distributed to shareholders no later than 30 working days after the General Meeting.
Disclosures in this section are in terms of Schedule 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia.
