APM AUTOMOTIVE HOLDINGS BERHAD
18
(ii)
Code of Ethics
The Board has formalized a Directors’ Code of Ethics setting out the standards of conduct expected from
Directors. The Directors’ Code of Ethics is contained in the Charter which is published on the Company’s
website at
. To inculcate good ethical conduct, the Group has established a Code of Conduct
for employees, which has been communicated to all levels of employees in the Group.
The Board has also formalized a Special Complaint Policy, which is equivalent to whistle-blowing policy, with the
aim to provide an avenue for raising concerns related to possible breach of business conduct, non-compliance
of laws and regulatory requirements as well as other malpractices.
(iii)
Sustainability of Business
The Board is mindful of the importance of business sustainability and, in conducting the Group’s business,
the impact on the environmental, social and governance aspects is taken into consideration. The Group also
embraces sustainability in its operations and supply chain, through its own actions as well as in partnership with
its stakeholders, including suppliers, customers and other organizations.
The Group’s activities on corporate social responsibility for the financial year under review are disclosed on
page 25 of this Annual Report.
(iv)
Access to Information and Advice
Directors are supplied with relevant information and reports on financial, operational, corporate, regulatory,
business development and audit matters for decisions to be made on an informed basis and effective discharge
of the Board’s responsibilities.
Procedures have been established for timely dissemination of Board and Board Committee papers to all
Directors at least seven (7) days prior to the Board and Board Committee meetings, to facilitate decision making
by the Board and to deal with matters arising from such meetings. Senior Management of the Group and
external advisers are invited to attend Board meetings to provide additional insights and professional views,
advice and explanations on specific items on the meeting agenda. Besides direct access to Management,
Directors may obtain independent professional advice at the Company’s expense, if considered necessary, in
accordance with established procedures set out in the Charter in furtherance of their duties.
Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to
discharge their duties effectively. The Board is regularly updated and advised by the Company Secretaries
who are qualified, experienced and competent on statutory and regulatory requirements, and the resultant
implications of any changes therein to the Company and Directors in relation to their duties and responsibilities.
Principle 2 - Strengthen Composition of the Board
The Board consists of nine (9) members, comprising five (5) Executive Directors and four (4) Non-Executive Directors
of which three (3) are Independent Directors. This composition fulfills the requirements as set out under the Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa”), which stipulate that at least two (2) Directors or one-third
of the Board, whichever is higher, must be independent. The profile of each Director is set out on pages 11 to 14 of
this Annual Report. The Directors, with their diverse backgrounds and specializations, collectively bring with them a
wide range of experience and expertise in areas such as engineering, finance; accounting and audit; and marketing
and operations.
(i)
Nominating Committee – Selection and Assessment of Directors
The Board has established a Nominating Committee on 22 January 2013 as it recognizes the importance of
the roles the Committee plays not only in the selection and assessment of Directors but also in other aspects
of corporate governance which the Committee can assist the Board to discharge its fiduciary and leadership
functions. The Nominating Committee comprises the following members:
• Dato’ Heng Ji Keng (Chairman of Committee and Independent Non-Executive Director);
• Dato’ N. Sadasivan s/o N.N. Pillay (Senior Independent Non-Executive Director); and
• Dato’ Haji Kamaruddin@Abas bin Nordin (Independent Non-Executive Director).
CORPORATE GOVERNANCE
STATEMENT
