Page 71 - S P Setia Annual Report 2016
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S P Setia Berhad Group                                 Our Business | Our Performance Review | Our Leadership and People   69
          Annual Report 2016                                        | Our Achievements and Accolades | Our Sustainability Statement
                                                                   | Our Governance | Our Financial Statements | Other Information

                                                                                Corporate Governance Statement

                   The Company undertakes an annual survey serving as a barometer to measure the overall climate of the Company and to identify
                   key issues and concerns of employees in order for the Management to construct action plans to address issues and concerns,
                   if any. This effort is part of the Company’s continuous commitment to nurture and sustain a team of passionate and dedicated
                   talents to the Company’s business goals and direction. The results of the survey, which was carried out in 2015, were presented
                   to the Board in 2016.

                   The Board has delegated certain responsibilities to various Board Committees, all of which operate within their respective defined
                   terms of reference to assist the Board in the discharge of its duties and responsibilities. These Committees report to the Board on
                   matters discussed and deliberated and/or make recommendations to the Board for final decisions, except to the extent where
                   certain matters are delegated by the Board to the Committees.

                   Under the board governance structure, the Board Committees include the Executive Committee (“EXCO”), Audit Committee
                   (“AC”), Risk Management Committee (“RMC”) and NRC. The Terms of Reference (“TOR”) of the relevant committees are available on
                   Notwithstanding that the Board Committees are delegated with certain responsibilities, the Chairman of the Board Committees
                   report to the Board and 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 is set out on page 10 of
                   this Annual Report.                                                                   For more information.

                   During the year, the Board undertook a review of the overall board governance model which also served to provide clear
                   guidelines to the Company on the criteria for representation of the Board of the Company (“Main Board”) in significant projects or
                   investments, aimed at enabling direct line of sight of the Main Board in an effort to further improve the Board’s oversight function
                   as well as to allow the Management to leverage and tap into the expertise of the Non-Executive Directors of S P Setia. While the
                   respective boards of directors of the significant projects or investments will continue to monitor execution of projects in a timely
                   manner, strategic and policy matters of the Company will be decided by the Main Board and thereafter, cascaded to the Group
                   for implementation.

                   In addition to the above, monthly updates on the progress of the identified significant projects are submitted to the EXCO at the
                   monthly meeting. The same progress reports and quarterly status reports summarising various key operating indicators of the
                   Group from the President and CEO are provided to the Board.

              1.3   Code of Conduct and Business Ethics and Whistleblowing Policy
                   The Company has in place 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 behaviours 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 the 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 RMC. A summary of the Code of
                   Conduct is available on

                   The Company also has in place a Whistleblowing Policy which is aimed at protecting integrity, transparency, impartiality and
                   accountability where S P Setia Group conducts its business operations. The Whistleblowing Policy provides a structured reporting
                   channel and guidance to all employees and external parties to whistleblow without the fear of victimisation. The Whistleblowing
                   Policy is available for access on the Company’s intranet and

                   The AC shall perform the oversight function over the administration of the policy while administration of the policy is to be
                   carried out by the Chief Internal Auditor. The whistleblower has the option of reporting his/her concern to the line manager
                   or general manager or directly to the AC Chairman. There is a platform for concerns to be submitted electronically via the
                   S P Setia Whistleblowing Portal which is available on

              1.4   Strategies that Promote Sustainability

                   S P Setia is committed to incorporating corporate responsibility practices into our business activities. Sustainability is embedded
                   in the organisation’s mission, vision and values and is manifested in our products. The scope of the Sustainability Statement
                   covers S P Setia’s operations in Malaysia during the reporting period January 2016 to December 2016. The Sustainability
                   Statement is set out on pages 52 to 67 of this Annual Report and explains the Group’s practices, philosophies and activities
                   carried out during FY2016.                                                            For more information.
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