Corporate Governance

Extracted from Annual Report 2018

The Board of Directors of ENRA Group Berhad (“ENRA” or “Company”) is committed to ensuring that high standards of corporate governance (“CG”) principles and practices are applied throughout the Company and its subsidiaries (“Group”) as a fundamental part of discharging its responsibilities to safeguard shareholders’ investments and protect the interests of all stakeholders.

This CG Overview Statement is prepared in compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and takes guidance from the key CG principles as set out in the Malaysian Code on Corporate Governance (“MCCG”). This Statement is supplemented with the Corporate Governance Report (“CG Report”) which provides the details on how the Company has applied each Practice as prescribed in the MCCG during the financial year ended 31 March 2018. The CG Report is available on the Company’s website at www.enra.my.

The CG Overview Statement should also be read in conjunction with the other statements in the Annual Report, namely, the Statement on Risk Management and Internal Control, the Audit and Risk Management Committee Report and the Sustainability Statement as the depth of certain CG practices may be better explained in the context of the respective statements.

PRINCIPLE 1 - BOARD LEADERSHIP AND EFFECTIVENESS

Board Responsibilities

The Board has the overall responsibility for the corporate governance, strategic leadership and direction, the conduct of the Group’s businesses, risk management and internal controls, investor relations, management succession plan and business operations of the Group.

Beyond the matters reserved for the Board’s decision, the Board has delegated the authority to achieve the corporate objectives and day-to-day management of the business of the Group to the Executive Committee comprising the Executive Deputy Chairman, the President & Group Chief Executive Officer and the Executive Director. There is a formalised Limits of Authority which defines the applicable limits specifically reserved for the Board’s approval and those delegated to the Executive Committee, the President & Group Chief Executive Officer, the Executive Directors and Management. The Executive Directors remain accountable to the Board for the authority that is delegated to them for the performance of the Group.

While the Board is responsible for creating framework and policies within which the Group should be operating, the Management is accountable for the execution of the expressed policies and attainment of the Company’s corporate objectives. This demarcation complements and reinforces the supervisory role of the Board.

The roles of the Chairman and the President & Group Chief Executive Officer are distinct and separate to engender accountability to facilitate clear division of responsibilities. The Chairman is responsible for ensuring Board effectiveness and standards of conduct while the President & Group Chief Executive Officer is responsible for the overall management of the Group, including smooth running of the businesses and implementation of strategies and policies.

The Board is supported by the Management to implement the Group's strategic plans, policies and decisions adopted by the Board and to oversee the operations and business development of the Group.

In carrying out its function, the Board has delegated specific responsibilities to Board Committees, namely, the Audit and Risk Management Committee (“ARMC”) and the Board Nomination and Remuneration Committee (“BNRC”). In order to ensure that the direction and control of the Group remains with the Board, the Board has defined the terms of reference for each Committee and receives reports from the Board Committees of their proceedings and deliberations together with their recommendations and relevant decisions. The Chairman of the respective Board Committees will report to the Board on the outcome of these meetings. These Board Committees were formed in order to enhance business and operational efficiency and efficacy but the Board remains fully responsible for the direction and control of the Company and the Group. The ultimate responsibility for the final decision on all matters, lies with the Board. The terms of reference for the ARMC and the BNRC can be found on the Company’s website (www.enra.my).

The Board has adopted a Board Charter, which sets out its roles, functions, composition, operation and process giving consideration to the principles of good corporate governance and requirements of the MMLR of Bursa Securities. The Board has also adopted a Directors’ Code of Ethics, which outlines the conduct required of the Board members individually in order for them to discharge their duties in a professional, honest and ethical manner. The Company has a Code of Business Conduct which is applicable to employees within the Group and it governs the desired standards of behavior and ethical conduct expected from each individual to whom the Code applies. The Board has also put in place a Whistleblowing Policy, which sets out the principle and grievance procedures for employees, subsidiaries and members of the general public to raise genuine concerns of possible improprieties perpetrated within the Group. The details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct and Whistleblowing Policy can be found on the Company’s website (www.enra.my).

The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to carry out their duties effectively and diligently. The Board also has unrestricted access to the service of the Company Secretary who is qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretary provides advisory services to the Board in relation to corporate governance matters and compliance with the relevant policies and procedures.

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ENRA Group Berhad (236800-T)

D2-U3-10, Block D2, Solaris Dutamas, No.1, Jalan Dutamas 1,
50480 Kuala Lumpur, Malaysia.


Tel : (+6)03 2300 3555 | Fax  : (+6)03 2300 3550 | Email : info@enra.my

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