Page 68 - S P Setia Annual Report 2013
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66 | corporate Governance S P SETIA BERHAD GROUP Annual Report 2013





corPorate Governance

statement






THE BOARD OF DIRECTORS (“BOARD”) IS COMMITTED TO MAINTAIN GOOD
CORPORATE GOVERNANCE THROUGHOUT THE GROUP FOR LONG-TERM
SUSTAINABLE BUSINESS GROWTH AND TO SAFEGUARD, PROTECT AND
ENHANCE SHAREHOLDERS’ VALUE.



The following describes how the Group has applied the principles set out in the Malaysian Code on Corporate Governance 2012 (“Code”) and
except where stated otherwise, its compliance with the best practices of the Code for the year ended 31 October 2013.


1. the BoarD of Directors

1.1 roles and responsibilities

The Board is responsible for the overall governance of the Group and plays an active role in determining the long term direction and
strategy of the Group in order to enhance shareholders’ value.
The responsibilities of the Board include defning and determining the strategic direction, directing future expansion, implementing
corporate governance, identifying principal risk and ensure the implementation of appropriate systems to manage these risk, human
resource planning and development, reviewing investments made by the Company, overseeing the proper conduct of business,
reviewing the adequacy and the integrity of the Company’s internal control system and management information system. The
Executive Directors together with the Executive Vice Presidents of the Group are accountable for the day-to-day management of
fnancial and operational matters of S P Setia Group.

The Board has delegated certain responsibilities to the Board Committees, all of which operate within defned terms of reference to
assist the Board in the execution of its duties and responsibilities. The respective Committees report to the Board on matters discussed
and deliberated and makes recommendations to the Board for fnal decision. The Board Committees include Audit Committee,
Nomination Committee, Remuneration Committee, Risk Management Committee and Long Term Incentive Plan Committee. The
composition of the Board Committees are set out on page 14 of this Annual Report.

1.2 code of conduct and Business ethics

The Company has formalised a Code of Conduct and Business Ethics to actively promote and establish a corporate culture which
promotes ethical conduct that permeates throughout the Group. The code of conduct serves as a road map to help guide actions
and behaviors while working for and/or dealing with the Company to maintain high standards of business ethics and encourage
performance with integrity. Provisions covered include relationships between Staff and Management, the Company and Customers,
Suppliers, Vendors and Contractors. All employees are required to read, understand, accept and abide by the terms of this code and
all new staff are briefed on the requirements of the code as part of the Company’s induction programme. The code is actively and
effectively communicated via the Company’s intranet and is also subject to regular review and updates, as necessary, by the Risk
Management Committee.
1.3 sustainability


The Board is committed to build a sustainable business by taking into consideration the impact on the environment, social and
governance aspect of business operations. The Group’s corporate responsibility charter, “Building Sustainable Communities for All”
was launched in 2007.
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