The Board of Directors (“Board”) of OCB Berhad (“OCB” or “the Company”) is fully committed to the principles and recommendations made in the Malaysian Code on Corporate Governance (“MCCG”). This ensures that the best practices of corporate governance including accountability and transparency are adhered to by the Company to achieve long-term financial performance and growth as the Board is mindful of its accountability to the shareholders and various stakeholders of the Company.
The Board is pleased to report to the shareholders, the Company’s application of the 3 key principles of the MCCG during the financial year ended 31 December 2019 (“FYE 2019”):
(a) Board leadership and effectiveness;
(b) Effective audit and risk management; and
(c) Integrity in corporate reporting and meaningful relationship with stakeholders.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Roles and Responsibilities of the Board
The Board’s main roles are to create value for shareholders and provide leadership to the Group. It is primarily responsible for the Group’s overall strategic plans and directions, overseeing the conduct of the businesses, risk management, succession planning of Senior Management, implementing investor relations programmes and ensuring the system of internal controls and management information system are adequate and effective.
The Board provides overall strategic guidance, effective oversight on the governance and management of the business affairs of the Group. Responsibilities of the Board include:
(i) Ensuring that the Group’s goals are clearly established, the necessary resources are in place for the Group to meet its objectives and that a strategic plan, which promotes long-term value creation and includes strategies on economic, environmental, safety and health, social and governance consideration underpinning sustainability, are in place to achieve them;
(ii) Establishing policies for strengthening the performance of the Group including ensuring that Management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
(iii) Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes ensuring the solvency of the Group and the ability of the Group to meet its contractual obligations and to safeguard its assets;
(iv) Appointing the Chief Operating Officer/Executive Directors, including setting the relevant terms and objectives and where necessary, terminating his employment with the Group;
(v) Ensuring that the Group has appropriate business risk management framework and corporate governance framework, including adequate control environment be it the internal control systems and management information systems, systems for compliance with applicable laws, regulations, rules, directives and guidelines and controls in areas of significant financial and business risks;
(vi) Appointing Board committees to address specific issues, considering recommendations of the various Board committees and discussing problems and reservations arising from these committees’ deliberations and reports;
(vii) Ensuring that the statutory financial statements of the Company and of the Group are fairly stated and otherwise conform with the relevant regulations including acceptable accounting policies that result in balanced and understandable financial statements;
(viii) Ensuring that there is in place and appropriate succession plan for members of the Board and Senior Management;
(ix) Ensuring that the Group adheres to high standards of ethics and corporate behaviour in accordance with the Group’s code of corporate conduct including transparency in the conduct of business. Directors are required to comply with the Directors’ Code of Best Practice;
(x) Reviewing the Board Charter periodically and making it available publicly on the Company’s website including the Terms of Reference (“TOR”) of the respective Board Committees;
(xi) Ensuring that there is in place, an appropriate corporate disclosure policy and procedure which leverage on information technology for effective and timely dissemination of information which are comprehensive and accurate; and
(xii) Ensuring that there is in place an appropriate investor relations and communications policy which encourages shareholders’ participation at general meetings and promotes effective communication and proactive engagements with shareholders.
Roles of the Chairman and Chief Operating Officer
There is a clear and distinct division of responsibilities between the Chairman and the Chief Operating Officer (“COO”) to ensure that there is an appropriate balance of power and role, responsibility and accountability at Board level.
The Chairman holds a Non-Executive position and is primarily responsible for the smooth running of the Board and encourages active participation by Board members and provides reasonable time for discussion of issues raised at meetings. Decisions reached at Board meetings reflect the consensus of the whole Board and not the views of any individual or group. The Chairman’s other responsibilities include, among others, instilling good corporate governance practices.
The COO is responsible for the development of the corporate goals and objectives of the Group, and the setting of strategies for the businesses. Together with the Executive Director (“ED”), the COO is primarily responsible for the day-to-day operations of the businesses of the Group, which includes implementation of policies and strategies adopted by the Board. The COO and ED are responsible for communicating matters relating to the Group’s businesses to the Board. Their knowledge of the Group’s businesses and affairs contribute significantly towards the attainment of the Group’s goals and objectives.
Board Charter
The Board had in 2013 adopted a Board Charter which clearly sets out the Board’s strategic intent and outline the Board’s role, powers, duties, and functions as well as a Schedule of Matters Reserved for collective decision of the Board. The Board Charter serves as a source of reference and primary induction literature, providing insight to prospective Board members and the Senior Management.
The Board Charter was reviewed and updated on 28 November 2017 and further updated on 22 November 2018 in accordance with the needs of the Group and the new regulations that impacted the discharge of the Board’s responsibilities. This is to ensure its relevance for good corporate governance practices within the Group.
The Board Charter is subject to periodic review and updates by the Board whenever deemed necessary.
Code of Best Practice
The Board continues to adhere to the Code of Best Practice for Directors which sets out the standard of conduct expected of Directors with the aim to cultivate a good ethical conduct that in turn promotes the values of transparency, integrity, accountability and social responsibility.
Access to Information and Advice
Prior to the Board meetings, every Director is given an agenda and a comprehensive set of Board papers consisting of reports on the Group’s financial performance, status of major projects, future development, the quarterly or annual financial results, the minutes of preceding meetings of the Board and the Board Committees, and relevant proposal papers (if any) to allow them sufficient time to review, consider and deliberate knowledgeably on the matters to be tabled.
Senior Management staff as well as advisers and professionals appointed to act for the Company on corporate proposals to be undertaken by the Company are invited to attend the meetings to furnish the Board with their views and explanations on relevant agenda items tabled to the Board and to provide clarification on issues that may be raised by any Director.
In between Board meetings, approvals on matters requiring the sanction of the Board are sought by way of circular resolutions enclosing all the relevant information to enable the Board to make informed decisions. All circular resolutions approved by the Board are tabled for notation at the subsequent Board meeting.
The Board also perused the decisions deliberated by the Board Committees through minutes of these Committees. The Chairman of the respective Board Committees is responsible for informing the Board at the Directors’ Meetings of any salient matters noted by the Committees and which may require the Board’s direction.
All Board members have direct access to the advice and services of the Company Secretary for the purpose of the Board’s affairs and the business. The Company Secretary is responsible for ensuring that the Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation. The Company Secretary keeps the Board members updated on new requirements, guidelines and rulings issued by the relevant regulatory authorities, as and when it arises. The Board may undertake independent professional advice, where necessary and in appropriate circumstances, in furtherance of its duties.
Board Composition and Independence
The Board currently has 6 members, comprising 3 Independent Non-Executive Directors, 2 Non-Executive Directors and a COO cum ED. The number of Independent Directors on the Board of the Company is more than the required 1/3 stipulated in Paragraph 15.02 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and is in compliance with Practice 4.1 promulgated in the MCCG.
The Independent Non-Executive Directors do not participate in the day-to-day management as well as the daily business of the Company. In staying clear of any potential conflict of interest situation, the Independent NonExecutive Directors remain in a position to fulfill their responsibility to provide a check and balance to the Board. They provide independent and objective views, advice and judgment which take into account the interests of the Group as well as shareholders and investors.
Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Dato’ Nik Ahmad Kamil (“Tan Sri Dato’ Nik Ibrahim Kamil”), the Chairman of the Board, is the Senior Independent Director to whom concerns of shareholders, management, employees, and others may be conveyed. The Independent Directors led by Tan Sri Dato’ Nik Ibrahim Kamil provide a broader view, independent and balanced assessment of proposals from the Senior Management of the Company.
Board Committees
In discharging its duties, the Board is assisted by the Board Committees namely, the Audit and Risk Management Committee, Remuneration Committee and Nomination Committee. Each Committee operates within its respective defined TOR which have been approved by the Board. The TOR of the respective Board Committees are periodically
reviewed and assessed to ensure that the TOR remain relevant and adequate in governing the functions and responsibilities of the Committee concerned and reflect the latest developments in the MMLR of Bursa Securities and the MCCG.
A. Audit and Risk Management Committee (“ARMC”)
For details of the ARMC’s composition and activities during the FYE 2019, please refer to the ARMC Report on pages 40 to 41 of this Annual Report.
B. Remuneration Committee (“RC”)
The RC comprises the following members, all of whom are Independent Non-Executive Directors:
Tan Sri Dato’ Nik Ibrahim Kamil (Chairman)
Zakaria Merican Bin Osman Merican
Abd Aziz Bin Attan
The RC’s primary responsibility is to structure and review the remuneration policies for key executives of the Group, with a view to ensure that compensation and other benefits encourage performance that enhances the Group’s long-term profitability and value. The remuneration package for Key Senior Management personnel are subject to the approval of the Board, and in the case of Directors’ fees and benefits, the approval of the shareholders at the Annual General Meeting (“AGM”) of the Company. In carrying out its duties and
responsibilities, the RC has full, free and unrestricted access to the Company’s records, properties and personnel.
During the FYE 2019, the RC convened 1 meeting and full attendances were recorded at the said meeting.
The Company pays its Directors fees which are approved annually by the shareholders. The Directors are paid meeting allowance for the meetings they attended and are also reimbursed reasonable expenses incurred by them in the course of carrying out their duties on behalf of the Company. Where applicable, the Board also takes into consideration any relevant information on Directors’ fees provided by the independent consultants or from survey data.
The Company has in place a Directors’ Remuneration Policy which is available for reference at www.ocbb.com.my.
B. Remuneration Committee (“RC”) (cont’d)
The details on the aggregate remuneration of the Directors of the Company (comprising remuneration received
and/or receivable from the Company and its subsidiaries) during the FYE 2019 are as follows:
| Executive Directors | Non-Executive Directors | Total | |||||
|---|---|---|---|---|---|---|---|
| Mohd Harris Bin Pardi | Fong Heng Leong* | Tan Sri Dato’Nik Ibrahim Kamil | Zakaria Merican Bin Osman Merican | Abd Aziz Bin Attan | Wong Choon Shein | ||
| Group | (RM’000) | (RM’000) | (RM’000) | (RM’000) | (RM’000) | (RM’000) | (RM’000) |
| Salaries and Bounses | 182 | 195 | 438 | 815 | |||
| Fees | 96 | 96 | 96 | 60 | 348 | ||
| Statutory contributions | 22 | 23 | 45 | ||||
| Emoluments | 4 | 4 | 5 | 5 | 5 | 19 | 42 |
| Benefits-in-kind | 6 | 8 | 6 | 4 | 24 | ||
| Total | 214 | 230 | 107 | 101 | 105 | 517 | 1274 |
| Company | |||||||
| Salaries and Bounses | 182 | 195 | 377 | ||||
| Fees | 96 | 96 | 96 | 60 | 348 | ||
| Statutory contributions | 22 | 23 | 45 | ||||
| Emoluments | 4 | 4 | 5 | 5 | 5 | 4 | 27 |
| Benefits-in-kind | |||||||
| Total | 208 | 222 | 101 | 101 | 101 | 64 | 797 |
Notes:
(1) Salaries and bonuses comprised basic salary and bonus.
(2) Statutory contributions comprised EIS, EPF and SOCSO.
(3) Emoluments comprised meeting allowance and other allowances.
(4) Benefits-in-kind comprised provision of company motor vehicle, petrol allowance, driver, medical reimbursement,
insurance and phone bill.
* Re-designated to Non-Independent Non-Executive Director on 1 January 2020.
The number of Directors whose total remuneration falls within the following bands are:
| Remuneration Range | Number of Directors | |
|---|---|---|
| Executive Director | Non-Executive Directors | |
| RM100001 to RM150000 | – | 3 |
| RM200001 to RM250000 | 2 | – |
| RM500001 to RM550000 | – | 1 |
In determining the remuneration packages of the Group’s Key Senior Management personnel, factors that were taken into consideration included their individual responsibilities, skills, expertise and contributions to the Group’s performance and whether the remuneration packages are competitive and sufficient to ensure that the Group is able to attract and retain executive talents. On the disclosure of the remuneration of the top 5 Senior Management personnel, the Board is of the view that disclosure on a named basis would not be in
the interest of the Company because such information is sensitive and proprietary in view of the competitive nature of the human resource market and such confidentiality supports the Group’s efforts to attract and retain executive talent.
The remuneration of the top 5 Senior Management personnel of the Company (comprising remuneration received and/or receivable from the Company and its subsidiaries) during the FYE 2019 are categorised as follows:
| Category | Group RM’000 | Company RM’000 |
|---|---|---|
| Salaries and bonuses | 3196 | – |
| Statutory contributions | 263 | – |
| Benefits-in-kind | 198 | – |
| Total | 3657 | – |
Notes:
(1) Salaries and bonuses comprised basic salary and bonus.
(2) Statutory contributions comprised EIS, EPF and SOCSO.
(3) Benefits-in-kind comprised provision of company motor vehicle, petrol allowance, driver, medical reimbursement,
insurance and phone bill.
The number of Senior Management personnel whose total remuneration falls within the following bands are
as follows:
| Remuneration Range | Number of Senior Manageent Personnel |
|---|---|
| Between RM400001 – RM450000 | 1 |
| Between RM450001 – RM500000 | 1 |
| Between RM600001 – RM650000 | 1 |
| Between RM900001 – RM950000 | 1 |
| Between RM1200001 – RM1250000 | 1 |
The TOR of the RC are available for reference at www.ocbb.com.my
C. Nomination Committee (“NC”)
The NC comprises the following members, all of whom are Independent Non-Executive Directors:
Tan Sri Dato’ Nik Ibrahim Kamil (Chairman)
Zakaria Merican Bin Osman Merican
Abd Aziz Bin Attan
The NC’s role is primarily to:
• identify, select and recommend to the Board, candidates for directorships of the Company;
• recommend to the Board, Directors to fill the seats on Board Committees;
• evaluate the effectiveness of the Board and the Board Committees (including its size and composition), contributions and performance of each individual Director and the independence of the Independent Directors; and
• ensure an appropriate framework and plan for the Board and Management succession for the Group.
The NC convened 1 meeting for the FYE 2019 and full attendances were recorded at the said meeting.
A summary of the key activities undertaken by the NC in the discharge of its duties for the FYE 2019 were as follows:
(i) Assessed and reviewed the independence of the Independent Directors and their tenure of service as Independent Directors on the Company;
(ii) Evaluated each Individual Director to assess the Director’s calibre and ability to understand the requirements, risk and management of the Group’s business; his contribution and performance; his character, integrity and professional conduct in dealing with conflict of interest situations; his ability to critically challenge and ask the right questions; his commitment and due diligence, his confidence to stand up for a point of view; his interaction at meetings and his training records for the current year under review;
(iii) Evaluated the Board and the Board Committees to assess their mix, composition, size, roles, responsibilities as well their activities, communications and effectiveness for the current year under review;
(iv) Discussed and reviewed Bursa Securities’ letter dated 16 October 2019 in respect of the key observations on Corporate Governance (“CG”) Reports and CG Overview Statements of listed issuers.
(v) Agreed to draw up a policy in relation to Board gender diversity for recommendation to the Board in 2020.
(vi) Recommended the demerger of the ARMC and establishment of a stand-alone Risk Management Committee distinct from the Audit Committee in line with Step Up Practice 9.3 of the MCCG, subject to the appointment of the additional Independent Non-Executive Director.
(vii) Endorsed Tan Sri Dato’ Nik Ibrahim Kamil and Zakaria Merican Bin Osman Merican to continue to serve as Independent Directors of the Company as well as the re-election of Zakaria Merican Bin Osman Merican and Abd Aziz Bin Attan as Directors subject to shareholders’ approval at the Sixty-First AGM of the Company to be held in June 2020.
The NC, after having conducted the abovementioned evaluation and assessment, concluded that:
(i) all the Independent Directors of the Company continued to demonstrate conduct and behaviour that were essential indicators of their independence, and that each of them continued to fulfill the definition and criteria of independence as set out in the MMLR of Bursa Securities.
(ii) each Director has the requisite competence, calibre to serve on the Board and Board Committee(s) and had demonstrated his commitment to the Group in terms of time, participation and dialogue during the current year under review.
(iii) the Board and the Board Committees’ composition were adequate in number and there is a right mix of skills and knowledge on the Board as well as the Board Committees. Their respective responsibilities were well-defined and set out in the Board Charter. The criteria in the MMLR of Bursa Securities that at least 1 of the members of the ARMC must be a member of the Malaysian Institute of Accountants or a person approved under the MMLR of Bursa Securities is met. The practices set out in the MCCG pertaining to the composition of the audit committee and risk management committee have also been adopted.
The TOR of the NC are available for reference at www.ocbb.com.my.
Annual Assessment
The NC annually reviews the size and composition of the Board and the Board Committees in order to ensure the Board has the requisite competencies and capacity to effectively oversee the overall business and carry out its responsibilities. The NC uses the Board and Board Committee Evaluation Form comprising questionnaires for the assessment. The effectiveness of the Board is assessed in the areas of the Board’s responsibilities and composition, administration and conduct of meetings, communication and interaction with Management and stakeholders, and Board engagement.
The annual evaluation of the individual Directors/Board Committee members are performed by the NC via the Directors’ Evaluation Form comprising questionnaires pertaining to the Director’s knowledge and skills, participation, contribution and performance, calibre and personality.
To assess the independence of the Independent Directors, each of the Independent Directors annually provides the NC with their Self-Assessment Independence Checklist.
Tenure of Independent Directors
The Company has implemented a cumulative 9-year term limit for Independent Directors where upon completion of a cumulative 9-year term, an independent director may continue to serve on the Board subject to his/her re-designation as a non-independent director.
Alternatively, the Board may justify and seek shareholders’ approval annually in the event the Board desires to retain as an independent director, a person who has served in that capacity for more than 9 years.
At the forthcoming Sixty-First AGM of the Company, Tan Sri Dato’ Nik Ibrahim Kamil would have served as Independent Director of the Company for 13 years whilst Zakaria Merican Bin Osman Merican’s tenure as Independent Director of the Company would be 14 years.
Tenure of Independent directors (cont’d)
The NC has reviewed and recommended to the Board for both Tan Sri Dato’ Nik Ibrahim Kamil and Zakaria Merican Bin Osman Merican to continue to act as Independent Non-Executive Directors of the Company subject to shareholders’ approval at the forthcoming Sixty-First AGM of the Company as the NC was of the view that a Director’s independence cannot be determined solely with reference to his tenure of service. Instead, a Director’s integrity, business knowledge or judgment, ability for dispassionate discourse, and the discharge of his duties and responsibilities in the best interest of the Group, are also valid criteria to determine his independence and effectiveness.
The Board has determined that both Tan Sri Dato’ Nik Ibrahim Kamil and Zakaria Merican Bin Osman Merican are able to bring independent and objective judgments to the Board as a whole and strongly recommended for them to continue to act as Independent NEDs of the Company.
Zakaria Merican Bin Osman Merican had however indicated that he will not be seeking re-election when he is due to retire as Director at the conclusion of the Sixty-First AGM of the Company to be held in June 2020 pursuant to Clause 82 of the Company’s Constitution.
Appointments and Re-elections to the Board
Candidates for appointment to the Board as Directors are selected after taking into consideration, the mix of skills, experience and strength that would be relevant for the effective discharge of the Board’s responsibilities. Potential candidates are first evaluated by the NC and, if recommended by the NC, subsequently, by the Board based on their respective profiles as well as their character, integrity, professionalism, independence (if applicable) and their ability to commit sufficient time and energy to the Company’s matters.
Clause 82 of the Company’s Constitution provides that an election of Directors shall take place each year and all Directors shall retire from office at least once in every 3 years but shall be eligible for re-election. Clause 86 of the Company’s Constitution provides that any Director newly appointed, shall hold office only until the next following AGM of the Company and shall be eligible for re-election but shall not be taken into account in determining the retirement of Directors at such meeting.
Independent Non-Executive Director, Abd Aziz Bin Attan who is also due to retire at the conclusion of the forthcoming Sixty-First AGM of the Company pursuant to Clause 82 of the Company’s Constitution, has offered himself for re-election. The Board, with Abd Aziz Bin Attan abstaining from voting, had endorsed his re-election as Director at the Sixty-First AGM of the Company.
Gender Diversity Policy
The Board members were of the view that the Board comprised a good mix of individuals of different race from diverse industries contributing considerable knowledge, skills and expertise. All the Board Committees were also adequate in terms of number.
In November 2019, the NC agreed to come up with a proposed Board Diversity Policy for the Board’s consideration and approval. The Board in February 2020 adopted the proposed Board Diversity Policy. The said Policy stipulates, among other things, that the NC will consider the benefit of all aspects of diversity in order to maintain an appropriate
range and balance of skills, experience and background on the Board. In identifying suitable candidates for appointment to the Board, the NC will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.
The Company therefore aims to appoint and/or maintain at least 1 woman participation on the Board and will work towards having appropriate age and ethnic diversity in the Board.
A Policy on the Nomination and Assessment Process of Board members which was proposed by the NC, was approved by the Board for adoption in February 2020.
Meetings and Time Commitment
5 Board meetings were held during the FYE 2019 and the attendances of the Directors were as follows:
| Director | Number of meetings attented in FYE 2019 | % of Attendance |
|---|---|---|
| Tan Sri Dato’ Nik Ibrahim Kamil | 5 out of 5 meetings | 100 |
| Zakaria Merican Bin Osman Merican | 5 out of 5 meetings | 100 |
| Abd Aziz Bin Attan | 5 out of 5 meetings | 100 |
| Wong Choon Shein | 5 out of 5 meetings | 80 |
| Fong Heng Leong | 5 out of 5 meetings | 80 |
| Mohd Harris Bin Pardi | 5 out of 5 meetings | 80 |
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company during the FYE 2019. All the Directors do not hold directorships more than that prescribed under the MMLR of Bursa Securities.
The Directors also made time to attend appropriate external seminars/trainings/dialogues to equip themselves further with the knowledge to discharge their duties more effectively and to keep abreast of developments on a continuous basis in compliance with Paragraph 15.08 of the MMLR of Bursa Securities, the details of which are set out below:
| Director | Seminars/Traning/Dialogue | Date |
|---|---|---|
| Tan Sri Dato’ Nik Ibrahim Kamil | Training on MFRS 16 Leases | 21 October 2019 |
| Zakaria Merican Bin Osman Merican | Tax Seminar on Budget 2020 | 1 November 2019 |
| Abd Aziz Bin Attan | Demystifying the Diversity Conundrum: The Road to Business Excellence | 14 August 2019 |
| Audit Oversight Board Conversation with Audit Committees | 8 November 2019 | |
| Mohd Harris Bin Pardi | Industry4WRD Seminar on Grants, incentives and financing solutions | 25 September 2019 |
| Tax Seminar on Budget 2020 | 30 October 2019 | |
| Seminar on Recent MFRS Developments – Highlights on the Practical Application Issues of MFRS 15 Revenue from Contracts with Customers and MFRS 16 Leases | 10 December 2019 | |
| Fong Heng Leong | Tax Seminar on Budget 2020 | 30 October 2019 |
| Wong Choon Shein | Case Study Workshop for Independent Director | 18 April 2019 |
| Bursa Malaysia Thought Leadership Series on The Convergence of Digitisation and Sustainability | 23 August 2019 |
Suitability and Independence of External Auditors
Grant Thornton Malaysia PLT, the External Auditors report to the ARMC in respect of their audit on each year’s statutory financial statements and on matters that require the attention of the ARMC.
At least twice a year, the ARMC will have a separate session with the External Auditors without the presence of the COO, ED and Management.
The External Auditors are required to declare their independence annually to the ARMC as specified by the By-Laws issued by the Malaysian Institute of Accountants. The External Auditors had provided the declaration in their annual audit plan presented to the ARMC of the Company.
Sound Risk Management Framework
The Board recognises the importance of a sound risk management framework and internal control system in order to safeguard the Group’s assets and therefore, shareholders’ investments in the Group.
The Board affirms its overall responsibility for the Group’s system of internal controls. This includes reviewing the adequacy and integrity of financial, operational and compliance controls and risk management procedures within an acceptable risk profile. Since certain risks and threats are externally driven, unforeseen and beyond the Group’s control, the system can only provide reasonable assurance against misstatement or loss.
The Board had put in place an ongoing process for identifying, evaluating and managing significant risks faced by the Group.
A Statement on Risk Management and Internal Control which provides an overview of the state of internal controls within the Group is set out in pages 42 to 45 of this Annual Report.
Internal Audit Function
The internal audit function are set out in the ARMC Report on page 41 of this Annual Report.
The key features of the Risk Management Framework are set out in the Directors’ Statement on Risk Management and Internal Controls as presented on pages 42 to 45 of this Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
Compliance with Applicable Financial Reporting Standards
The Board takes responsibility for presenting a balanced and understandable assessment of the Group’s operations and prospects each time it releases its quarterly and annual financial statements to shareholders. The ARMC reviews the information to be disclosed to ensure its accuracy and adequacy.
A statement by Directors of their responsibilities in preparing the financial statements is set out on page 47 of this Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (CONT’D)
Investors Relations and Shareholders Communication
The Company recognises the importance of effective and timely communication with shareholders and investors to keep them informed of the Group’s latest financial performance and material business/corporate matters affecting the Company. Such information is available to shareholders and investors through the Annual Reports, the various disclosures and announcements made to Bursa Securities and the Company’s website at www.ocbb.com.my.
The AGM provides the principal platform for dialogue and interactions with the shareholders. Notice of the AGM and related papers thereto are sent to the shareholders at least 28 days before the meeting to facilitate easy review by the shareholders. In respect of items on special business, the notice of meeting will be accompanied by a full explanation of the effects of the proposed resolution.
Question and Answer session will be allowed during the proceedings of the AGM wherein the Directors, Company Secretary and the External Auditors will be available to answer to the queries raised by the shareholders. A full explanation for each resolution proposed at the AGM will usually be provided by the Chairman before the resolution is put to the vote.
Separate issues are tabled in separate resolutions at the AGM, voting is carried systematically and motions carried through are properly recorded. In accordance with Paragraph 8.29A(1) of the MMLR of Bursa Securities, poll voting will be carried out at the Sixty-First AGM of the Company to be held in June 2020.
Leverage on Information Technology for Effective Dissemination of Information
The Company’s website at www.ocbb.com.my facilitates effective dissemination of latest and up-to-date information pertaining to the Company to the investors and general public.
This Annual Report, Share Buy-Back Statement, Notice of AGM and other AGM related documents will be made available on the Company’s website at www.ocbb.com.my or shareholders may request for the printed copy of the same from the Company’s Share Registrar, Tricor Investor & Issuing House Sevices Sdn Bhd (“TIIH”). A notification in respect of the availability of the aforesaid documents will be sent via email to shareholders with email address and via ordinary mail to the other shareholders.
Shareholders also have the option to submit to the Company’s Share Registrar, TIIH, their forms of proxy either in hard copy or by electronic form via TIIH Online.
COMPLIANCE WITH MCCG
The Board considers that the Company has complied with the provisions and applied the key principles of the MCCG throughout the FYE 2019 except for the below Practices where the explanations for departure are disclosed in the Corporate Governance Report:
Practice 4.2 : If the Board continues to retain the Independent Director after the twelfth year, the Board should seek annual shareholders’ approval through a 2-tier voting process.
Practice 7.2 : The Board discloses on a named basis the top 5 Senior Management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000.
The Board has reviewed and approved this Corporate Governance Overview Statement by way of a resolution of the Board dated 13 May 2020. The Board is satisfied that this Corporate Governance Overview Statement provides the information necessary to enable shareholders to evaluate how the MCCG has been applied and obligations are fulfilled under the MCCG and the MMLR of Bursa Securities throughout the FYE 2019, save for the exceptions as disclosed above.
This Corporate Governance Overview Statement is to be read in conjunction with the Corporate Governance Report, which is made available online on the Company’s website www.ocbb.com.my.