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78 | S P SETIA BERHAD GROUP | Annual Report 2014

The Board of Directors (“Board”) is committed to maintain

good corporate governance throughout S P Setia Berhad (“the

Company”) and group of companies (“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 recommendations of the Code for the year ended 31 October 2014.

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 defining and determining the strategic direction, directing future expansion, implementing

corporate governance, identifying principal risk and ensuring 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 financial and operational matters of the Group.

The Board has delegated certain responsibilities to the Board Committees, all of which operate within defined 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 make recommendations to the Board for final decision. The Board Committees include Audit

Committee, Nomination Committee, Remuneration Committee, Risk Management Committee and Long Term Incentive Plan

Committee. The minutes of Committee meetings are tabled to the Board to keep the Board apprised of matters being considered

and deliberated by the respective Committees.

The composition of the Board Committees are set out on page 25 of this Annual Report.

1.2 Code of Conduct and Business Ethics

The Company has formalised a Code of Conduct and Business Ethics (“Code of Conduct”) 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 Code of Conduct and all new staff are briefed on the requirements of the Code of Conduct as part of the Company’s

induction programme.The Code of Conduct 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.

corporate

governance

statement

IV. Corporate Governance