Fraser & Neave Holdings Bhd Annual Report 2021

3. CHAIRMAN AND CEO The positions of the Chairman of the Board and the CEO are held by different individuals and their roles are clearly defined in the Board Charter. Separation in the positions ensures a balance of power and authority while facilitating e!ective discharge of the distinct roles of the Chairman and CEO. The Chairman of the Board is responsible for ensuring the Board’s e!ectiveness and conduct by focusing on strategy, governance and compliance; promoting constructive and respectful relations between Directors, and between the Board and management; and ensuring a smooth, open and constructive dialogue between the Board and shareholders. The CEO of the Company is responsible for the day-to-day management of the Group, organisational e!ectiveness and implementation of Board policies, strategies and decisions. The CEO together with the management team manages the business of the Group in accordance with the Board’s strategic plans, instructions and directions. 4. COMPANY SECRETARY The Board is supported by a Company Secretary who has a legal qualification and is qualified to act as company secretary under the Companies Act 2016. The Company Secretary plays an important advisory role in advising the Board on statutory and regulatory requirements, particularly on corporate governance issues and ensuring compliance with the relevant acts, rules and regulations. 5. ACCESS TO INFORMATION AND ADVICE The Board’s rights to all information pertaining to the Group and independent access to senior management for information and clarification in furtherance of its duties are set out in the Board Charter. Besides, the Board Charter also provides for the Directors, either as a group or individually to seek and obtain independent professional advice where necessary, at the Company’s expense, to discharge their duties e!ectively. Directors have unrestricted access to senior management for information or updates regarding the Group. Senior management provides Directors with the required information or updates either personally or at meetings. The Board emphasises provision of timely and quality information by management to facilitate e!ective deliberation and decision- making process. 6. FORMALISED ETHICAL STANDARDS Directors, o&cers, employees and business associates of the Group are required to observe and maintain high standards of integrity in carrying out their roles and responsibilities and to comply with laws, regulations and the Group’s policies, including those relating to anti-bribery and anti-corruption. The Group has in place a Code of Business Ethics and Conduct which sets out the standards and ethical conduct expected of all employees in the course of their employment with the Group. The Board has established a system with relevant policies and procedures to manage bribery and corruption risks of the Group as guided by the Guidelines on Adequate Procedures issued pursuant to section 17A(5) of the Malaysian Anti-Corruption Commission Act 2009. The Group also has a Whistleblowing Policy with a well- defined process to provide an independent feedback channel through which sta! may, in confidence and in good faith, raise concerns about possible improprieties in matters of financial reporting and other matters. Besides, a Fraud Control Policy is in place to protect the revenues, assets and reputation of the Group from loss or damage due to fraud. More details of the Code of Business Ethics and Conduct, Whistleblowing Policy, Fraud Control Policy and policies relating to anti-bribery and anti-corruption are set out in the Statement on Risk Management and Internal Control. The said code and policies are published on the Company’s website. 7. STRATEGIES PROMOTING SUSTAINABILITY The Board is responsible for formulating on-going programmes to promote sustainability, where attention is given to environmental, social and governance (“ESG”) aspects of business which underpin sustainability. To support the Group’s long-term strategy and success, the Board and management emphasise strategic management of material sustainability risks and opportunities, which includes integration of ESG factors in their decision-making process and in the Group’s operations. The SRMCom provides oversight and approves strategic initiatives and policies for the sustainability agenda of the Company and reports to the Board regularly. The SRMCom, at its quarterly meetings, receives regular updates on the Group’s sustainability agenda. Details of the corporate sustainability of the Group are presented in the Sustainability Report. 124 CORPORATE GOVERNANCE OVERVI EW STATEMENT