Corporate Governance

Extracted from Annual Report 2017

The Board of Directors of ENRA Group Berhad ("Company") ("Board") is committed to ensuring that high standards of corporate governance 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.

The Board is pleased to present the Statement on Corporate Governance for the financial year ended 31 March 2017 which outlines the application of the principles and recommendations as set out in the Malaysian Code on Corporate Governance 2012 ("MCCG 2012") and the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"). Where a specific recommendation of the MCCG 2012 has not been observed during the financial year under review, the non-observance, including the reasons thereof, is included in the following statement.

PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

Function of the Board and Management

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

The members of the Board collectively contribute to the Company, drawing from a mix of industry specific, financial, regulatory and technical knowledge and experience.

Beyond the matters reserved for the Board's decision, the Board has delegated the authority to achieve the corporate objectives and dayto- day management of the businesses of the Group to the President & Group Chief Executive Officer. There is a formalised Limits of Authority which defines the limits specifically reserved for the Board's approval and those delegated to the President & Group Chief Executive Officer, the Executive Directors and Management. The President & Group Chief Executive Officer remains accountable to the Board for the authority that is delegated to him and for the performance of the Group. The position of the President & Group Chief Executive Officer in essence is to ensure the effective implementation of the Group's business plans, strategies and policies established by the Board as well as to manage the daily conduct of the Group's businesses and affairs to ensure their smooth operation.

The Board oversees and monitors the decisions and actions of the President & Group Chief Executive Officer, the Executive Directors and the performance of the Company to gain assurance of the progress being made towards the Company achieving its corporate objectives.

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.

The responsibilities of the Chairman and the President & Group Chief Executive Officer are also clearly divided in the Company's Board Charter, in accordance with the MCCG 2012's requirements. The Board is led by Datuk Ali bin Abdul Kadir as the Independent Non- Executive Chairman. He is responsible for the orderly conduct and effectiveness of the Board and ensuring that all Directors receive sufficient information to enable them to meaningfully participate in all matters tabled to the Board for decision.

Tan Sri Dato' Seri Shamsul Azhar bin Abbas is the Company's Senior Independent Non-Executive Director who has been designated to clarify matters or enquiries that may be raised by shareholders or investors.

There is an effective check and balance on the Board with two-thirds of the Board members being Non-Executive Directors and more than half of the Board members being Independent Non-Executive Directors. Accordingly, and taking into account the experience, qualifications, capabilities and knowledge of the Company's Independent Non-Executive Directors, the Board is satisfied that the current Board composition fairly reflects the interests of the Company's minority shareholders and is adequate to ensure that the highest standards of corporate governance, ethical conduct and integrity are maintained by the Company for the benefit of all stakeholders.

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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       :  +603 2300 3555

Fax      :  +603 2300 3550

Email   :  info@enra.my

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