ANNUAL REPORT 2014
17
The Board of APM Automotive Holdings Berhad (the “Company”) recognises the importance of adopting high
standards of corporate governance in the Company in order to safeguard stakeholders’ interests as well as enhancing
shareholders’ value. The Directors consider corporate governance to be synonymous with four key concepts, namely
transparency, accountability, integrity as well as corporate performance.
As such, the Board seeks to embed in the Group a culture that aims to balance conformance requirements with the
need to deliver long-term strategic success through performance, without compromising on personal or corporate
ethics and integrity.
This corporate governance statement (“Statement”) sets out how the Company has applied the 8 Principles of the
Malaysian Code on Corporate Governance (“MCCG 2012”) and observed the 26 Recommendations supporting the
Principles during the financial year. Where a specific Recommendation of the MCCG 2012 has not been observed
during the financial year under review, the non-observation, including the reasons thereof and, where appropriate, the
alternative practice, if any, is mentioned in this Statement.
Principle 1 - Establish Clear Roles and Responsibilities of the Board and Management
The Board recognises the key role it plays in charting the strategic direction of the Company and has assumed the
following principal responsibilities in discharging its fiduciary and leadership functions:
• reviewing and adopting a strategic plan for the Company, addressing the sustainability of the Group’s business;
• overseeing the conduct of the Group’s business and evaluating whether or not its businesses are being properly
managed;
• identifying principal business risks faced by the Group and ensuring the implementation of appropriate internal
controls and mitigating measures to address such risks;
• ensuring that all candidates appointed to senior management positions are of sufficient calibre, including having
in place a process to provide for the orderly succession of senior management personnel and members of the
Board;
• overseeing the development and implementation of a shareholder communications policy; and
• reviewing the adequacy and integrity of the Group’s internal control and management information systems.
To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the Audit
Committee and Nominating Committee, to examine specific issues within their respective terms of reference as
approved by the Board and report to the Board with their recommendations. The ultimate responsibility for decision
making, however, lies with the Board.
(i)
Board Charter
To enhance accountability, the Board has established clear functions reserved for the Board and those delegated
to Management. There is a formal schedule of matters reserved to the Board for its deliberation and decision to
ensure the direction and control of the Company are in its hands.
Key matters reserved for the Board include, inter-alia, the approval of annual budgets, quarterly and annual
financial statements for announcement, investment and divestitures, as well as monitoring of the Group’s
financial and operating performance. Such delineation of roles is clearly set out in the Board Charter (the
“Charter”), which serves as a reference point for Board activities. The Charter provides guidance for Directors
and Management regarding the responsibilities of the Board, its Committees and Management, the requirements
of Directors in carrying out their stewardship role and in discharging their duties towards the Company as well
as boardroom activities. The salient features of the Charter are publicly available on the Company’s website at
in line with Recommendation 1.7 of the MCCG 2012.
CORPORATE GOVERNANCE
STATEMENT
