Corporate Governance

INTRODUCTION

The Board of Poh Kong Holdings Berhad (“the Company”) fully supports the recommendations of the Malaysian Code on Corporate Governance 2017 (“MCCG 2017” or “the Code”) issued by the Securities Commission and Bursa Malaysia Securities Berhad (“Bursa Securities”) which sets out the broad principles and recommendations for good corporate governance and best practices for listed companies.

The Board is committed to apply the recommendations of the MCCG 2017 in ensuring and maintaining that good corporate governance is practised throughout the Company and its subsidiaries (“the Group”) to effectively discharge its responsibilities to protect and enhance shareholders’ value and those of the other stakeholders.

The Board of Directors is pleased to report that this statement sets out the extent of the Group’s compliance with the recommendations of the Code for the financial year ended 31 July 2018. Where there are gaps in the Company’s observation of any of the recommendations of the Code, these are disclosed with explanations.

 

PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.1 Clear function of The Board and Management

The Board is the ultimate decision-making body of the Company, and is responsible for oversight and overall Management of the Group.

It sets the strategic direction and vision of the Company and takes full responsibility in leading, governing, guiding and monitoring the entire performance of the Group. It enforces standards of accountability, with a view to enabling Management to execute its responsibilities effectively and efficiently to meet the long term goals of the business. The Board has overall responsibility for putting in place a framework of good corporate governance within the Group, including the processes for financial reporting, Risk Management, internal control and compliance.

Board Committees

The following diagram shows an overview of the four (4) main Board Committees of the Group, each of which is listed with its major responsibilities below:

The Board Committees are established to assist the Board in discharging its responsibilities. The Board appoints the members and the Chairman of each committee. The Board delegates specific responsibilities to four (4) main Committees, namely the Audit Committee (“AC”), Risk Management Committee (“RMC”), Nomination Committee (“NC”) and Remuneration Committee (“RC”). All committees have written terms of references and operating procedures approved by the Board and are reviewed periodically. The Board receives reports on the Committees’ proceedings, deliberations, recommendations and advice. The Chairman of the respective Committees report the outcome of their meetings to the Board, which are then incorporated into the minutes of the Board meetings. Members of the Board are given the minutes of the meetings of the respective Committees.

The Board retains full responsibility for guiding, monitoring and directing the Company's affairs, whilst meeting the appropriate interests of its shareholders and stakeholders. The roles of the Board as a whole include:-

(1) Determining and establishing vision, mission and values of the Company;
(2) Determining and setting Company’s business and corporate strategy, goals, policies and Company’s structure;
(3) Delegating authority to management, monitoring and evaluating the implementation of policies, strategies and business plans; and
(4) Exercising accountability to shareholders and stakeholders.

Board meetings are held regularly so that directors can discharge their responsibility to manage and control the Company's overall performance, strategy and policy, and to monitor closely on the exercise of any delegated authority, and for individual directors to report on their areas of responsibility and duties. In addition to operational and financial issues, the Board of Directors also deals with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics.

For day-to-day operations, the Board has delegated authority and power to Senior Management including the Group Managing Director (“GMD”) and Executive Directors (“EDs”).

Role of Chairman and Group Managing Director

The Board retains full responsibility for guiding, monitoring and directing the Company's affairs, whilst meeting the appropriate interests of its shareholders and stakeholders. The roles of the Board as a whole include:-

(1) Determining and establishing vision, mission and values of the Company;
(2) Determining and setting Company’s business and corporate strategy, goals, policies and Company’s structure;
(3) Delegating authority to management, monitoring and evaluating the implementation of policies, strategies and business plans; and
(4) Exercising accountability to shareholders and stakeholders.

Board meetings are held regularly so that directors can discharge their responsibility to manage and control the Company's overall performance, strategy and policy, and to monitor closely on the exercise of any delegated authority, and for individual directors to report on their areas of responsibility and duties. In addition to operational and financial issues, the Board of Directors also deals with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics.

For day-to-day operations, the Board has delegated authority and power to Senior Management including the Group Managing Director (“GMD”) and Executive Directors (“EDs”).

Role of Chairman and Group Managing Director

The Chairman's role includes managing the Board's business and acting as its facilitator. This includes:-

  • Determining Board composition and organisation;
  • Clarifying Board and management responsibilities;
  • Planning and managing Board and Board Committee meetings;
  • Developing and evaluating the effectiveness of the Board.

The Chairman has to ensure that the Agenda of meetings convened are properly discussed and attended to and that all Directors are given the opportunity to express their views and that decisions made during all meetings adequately reflect the views of the meeting as a whole.

The role of GMD, however, ensures the smooth running of the Company’s operations, monitors and evaluates the implementation of policies, strategies and business plans, to guide and set the pace for its current operations and future development including constant and continuous review of Company’s goal.

Role of Executive Committee (EC)

The role of the EC is to act as a steering committee and to collaborate with the Management in articulating the Group’s vision, mission, values and strategies. It develops the Group’s strategy, direction and business plan together with the GMD for the Board’s approval, to manage and drive the daily operational activities, important critical matters and set priorities to achieve the business objectives, including looking into manpower requirements, compliance with and amendments of the Standard Operation Procedures and succession planning. The EC comprises Executive Directors and is led by the GMD. Executive Directors take on the primary responsibilities for implementing the Group’s business plans and managing the business activities.

Role of Independent Directors

The role of the Independent Non-Executive Directors is particularly important as they provide unbiased and independent views, advice and judgment, and plays a pivotal role in decision making and corporate accountability. Independent Non-Executive Directors ensure that the business plans proposed by the Management are fully deliberated and examined objectively, taking into perspective the long term interests of the Company, its shareholders, other stakeholders and the community at large.

Role of Senior Independent Director

In compliance with the best practice in corporate governance, Dato’ Dr Choong Tuck Yew was appointed as the Company’s Senior Independent Director (“SID”) in 2005. The SID is the main channel between the Independent Non-Executive Directors and the Chairman on matters that may be deemed sensitive and provide an alternative avenue for shareholders and stakeholders to convey their concerns and to raise issues pertaining to the Company.

All queries relating to the Group can be addressed at the Company’s corporate website www.pohkong.com.my.

For the financial period under review, no shareholder has asked or communicated with the SID.

1.2 Clear Roles and Responsibilities

In fulfilling its fiduciary, stewardship and leadership functions, the Board meets regularly to perform its functions, amongst others, as follows:-

  1. Reviewing and Adopting the Company’s Strategy and Business Plan

    The Board approves the strategy and business plans presented by the Management, which incorporate a realistic view of the expectations and the objectives of the Company. The business plans are vital as it is a comprehensive document that outlines key operational elements, market assessments, competition, operating budget and the Company’s business goals.

    Upon adopting the business plans approved by the Board, the Management will monitor and review the business plans on a regular basis, and aligning timelines as outlined in the original business plans and to conduct a comparative analysis.

    A fully integrated set of projections incorporating monthly profit and loss accounts, cash flows and balance sheets are setup to efficiently update and reflect changes of these projections on a monthly or quarterly basis against actual performance.

    he Management will use these reports against its annual operational plans to review progress towards meeting the strategic aims and objectives by ensuring:-

    • activities are in line with the Company’s strategic aims and objectives and remain flexible to withstand unforeseen internal and external challenges, and
    • activities are consistent with organisation’s vision, mission and values.
  2. Overseeing the Conduct of the Company’s Business

    To ensure the effective discharge of its functions and responsibilities, the Board delegates the day-to-day Management of the Group’s business to the Management. The GMD is responsible for the implementation of the Board’s decisions, and the day-to-day operations of the Group’s business and operational efficiency. The GMD is also the Chairman of the Executive Committee and drives the daily business activities of the Group.

  3. Identifying Principal Risks and Ensuring the Implementation of Appropriate Systems to Manage them

    The Risk Management Committee (“RMC”) headed by an Independent Non-Executive Director, reviews the risks identified by the Management and advises the Board on areas of risk faced by the Group and the adequacy of compliance and control throughout the Group. The Risk Management working group (“RMWG”) comprising of senior managers and heads of departments was formed to actively review and identify business and other risks, and recommending control measures to mitigate these risks. The RMWG’s findings relating thereto are reported to the RMC, and after deliberation, to the Board on a quarterly basis.

    The Group has established an Enterprise Risk Management (“ERM”) framework to identify, evaluate and manage the risks. Details of the RMC and the Company’s ERM are set out in the Statement on Risk Management and Internal Control in this Annual Report on pages 90 to 95.

    The members of the RMC are:

    Encik Fazrin Azwar Bin Md Nor (appointed 12 Mar 2018)
    Chairman, Independent Non-Executive Director

    Dato’ Esther Tan Choon Hwa (retired as Chairperson on 12 March 2018, but remains as a member)
    Independent Non-Executive Director

    Dato’ Choon Yee Seiong
    Executive Chairman & Group Managing Director

    Mr Cheong Teck Chong
    Executive Director

    Madam Choon Wan Joo
    Executive Director

    The Terms of Reference of the Risk Management Committee is located at www.pohkong.com.my.

  4. Succession Planning

    The Board recognises the importance of succession planning in building long-term sustainable performance excellence and has established a Succession Planning Framework for key Management positions. It has identified potential candidates for senior managerial positions to ensure continuity.

    Succession planning for key Management staff includes various programs, such as Senior Management development and individual development plans. Experienced and key Senior Management staff contribute to the pool of potential talents for Executive Directorship appointments.

    Succession planning for the Board and key Management staff comes under the purview of the Nomination Committee and Risk Management Committee, and for the Management, is under the Group Human Resource.

  5. Overseeing the Development and Implementation of a Communication Policy for the Company

    The Board recognises the importance of keeping shareholders and investors informed of its latest business and corporate developments. The Board believes that an effective investor relationship is essential in enhancing value to its shareholders.

    The dissemination of information about the Group, its businesses and its activities is conducted via the timely release of quarterly financial results, press releases and announcements. The Company arranges informal meetings and dialogues with fund managers, analysts, potential shareholders and research houses periodically. The Company is aware of the legal and regulatory framework governing the release of material and price sensitive information, and it will endeavour to provide as much information as possible.

    The Company’s website at www.pohkong.com.my provides easy access to corporate and financial information of the Group. Poh Kong’s Investor Relations (“IR”) provides updates and information on financial results which are uploaded on the website immediately where shareholders and the public can access the latest corporate information of the Group including annual reports, quarterly reports, corporate governance information, such as the Corporate Governance Statement, Board Charter, Corporate Disclosure Policy and announcements made to Bursa Securities and Securities Commission.

    During the financial period under review, the Company has been involved in investor relations activities, such as media briefings, dialogue with analysts, fund managers, investor relations and interviews were held to keep shareholders duly informed on the performance, development and operational activities of the Group.

  6. Matters Reserved for the Board’s Decisions

    The responsibility for matters material to the Group is in the hands of the Board, with no individual Director having unfettered powers to make decisions. Matters reserved for the Board include discussions on matters of significance, such as, change of direction in strategy, changes related to structure and capital, changes in Board members, disposal and procurement of assets, Executive and Non-Executive Directors’ remuneration packages, approval of preliminary announcement of interim and final results, declaration of dividends that need authorisation from time to time.

  7. 1.3 Formalised Ethical Standards through Code of Conduct

    The Board has adopted a Code of Ethics and Conduct for Directors and employees towards their customers, business partners, communities and shareholders. It sets out the ethical standards and underlying core ethical values to guide actions and behaviors of all Directors and employees in conducting the day-to-day duties and operations of the Group.

    Management and employees are expected to observe high standards of integrity and fair dealing in relation to customers, business partners, staff and regulators in the network locations where the Company operates.

    In order to strengthen corporate governance practices across the Group, a Whistle-Blowing Policy was established to provide employees with an accessible avenue to report fraud, corruption, dishonest practices or other similar matters.

    The aim of this policy is to promote and encourage the reporting of such matters in good faith with the confidence that the staff making such reports will be protected from any retaliation in the form of dismissal, harassment or discrimination at work, or any action in court, in respect of disclosure made by the whistle blower to the regulators.

    The Code of Ethics and Conduct is published on the Company’s website at www.pohkong.com.my. The Board will review the Code when necessary to ensure it remains relevant and appropriate.

    1.4 Strategies Promoting Sustainability

    The Board has adopted a Sustainability and Corporate Responsibility Framework (“the Framework”) for the Group. The Framework reinforces the Group’s commitment to integrate sustainability and corporate responsibility strategies into daily operations. The ultimate objective is to achieve greater efficiency, better performance of the Group and improved quality of life to the society at large.

    The Group’s activities on sustainability are included in the Sustainability and Corporate Responsibility report on pages 52 to 61 of this Annual Report and in the Company’s website.

    Poh Kong’s Sustainability Policy is based on promoting a cleaner environment, development without excessive waste and pollution, usage of energy efficient appliances or items and improvement in sustainability performance. Our on-going green campaign includes protecting the environment through green awareness and eco-friendly activities that reduces carbon footprint and waste generated in manufacturing processes.

    1.5 Supply and Access to Information

    The Board recognises that the decision-making process is highly dependent on the quality of information furnished. In furtherance of this, every Director has access to all information within the Company through the following means:-

    • Members of Senior Management attend Board and Board Committee meetings by invitation to report on areas of their responsibility including financial, marketing, operational, corporate, regulatory, business development, audit matters and information technology updates, for the Board’s decision making and effective discharge of the Board’s responsibilities. Meetings with the External Auditors are also held without the presence of Management and Executive Directors. There were two meetings held for this purpose in the financial year under review.
    • The Board and Board Committee papers are prepared and circulated to the Directors or Board Committee members at least seven (7) days before the Board and Board Committee meetings.
    • The Audit Committee meets with the Management, Internal Auditors and External Auditors regularly to review their audit plans and reports, and obtain updates and observations on internal control system and financial reporting matters.

    1.6 Qualified and competent Company Secretary

    The Board is regularly updated and advised by the Company Secretary who is qualified, experienced and knowledgeable on statutory and regulatory requirements relating to the Companies Act 2016, and any updates on provisions of the Companies Act 2016, amendments to the Main Market Listing Requirements of Bursa Securities (“MMLR”) and Corporate Governance practices and guidelines, and the implications to the Company and the Directors in relation to their duties and responsibilities. The Company Secretary facilitates the flow of information to the Board and its committees.

    The Directors have ready and unrestricted access to the advice and services of the Company Secretary pertaining to Board policies, procedures, the Companies Act 2016, the MMLR, the MCCG 2017, and timing of material announcements, to enable them to discharge their duties effectively. The Company Secretary also keeps the Directors and Principal Officers informed of the closed period for trading in the Company’s shares.

    Besides direct access to the Management, Directors may obtain independent professional advice at the Company’s expense, if deemed necessary.

    The Company Secretary maintains all secretarial and statutory records of the Company.

    1.7 Board Charter

    The Directors are expected to act in a professional manner and discharge their duties with high ethical values, honesty and accountability with strong commitment to good corporate governance practices. The Board Charter was formalised and adopted in 2014 by the Board which sets out the roles, responsibilities, authorities and operation of the Board and Board Committees. All Board members are aware of their duties and responsibilities.

    The Board Charter also outlines:-

    • The division of responsibilities and powers between the Board and Management, the different committees established by the Board, and position of the Chairman and the Group Managing Director;
    • The processes and procedures for convening Board meetings;
    • The Board’s commitment in upholding integrity in financial reporting, conflict of interest situations and related party transactions;
    • The list of matters reserved for decision by the Board;
    • The Board’s access to information and independent advice; and
    • The role of the Company Secretary.

    The Board Charter serves as a reference providing guidance to prospective and existing Board members and Management on the fiduciary and stewardship functions of the Company’s Directors. It also entrusts Board members and employees to apply the principles and practices of good Corporate Governance in all their dealings in respect of and on behalf of the Company; to help foster a culture of honesty and accountability, and uphold the core values of integrity when dealing with ethical issues.

    Poh Kong’s Board Charter is available on the Company’s website and will be reviewed annually to ensure the Charter remains consistent with the Board’s objectives, current law and practices.

    PRINCIPLE 2 - STRENGTHEN COMPOSITION

    2.1 The Board Composition and Management

    The Board sets the tone for the Group and the control environment is driven by an effective Board consisting of competent individuals with appropriate specialised skills and knowledge to ensure capable Management of the Group. The appointment of Independent and Non-Independent Directors is carefully considered to ensure that the Board is well balanced on views, advice, judgment and decision making.

    The Board comprises eleven (11) members, of whom seven (7) are Executive Directors and four (4) are Independent Non-Executive Directors. It is a balanced Board and comprises professionals from various backgrounds, with the relevant experience and expertise that would add value to the Group. The mix of experience and talent is vital for the strategic success of the Group.

    The Board has met the MMLR's requirement of at least one third of the number of Directors shall be Independent Non-Executive Directors. It has also exceeded the MCCG 2017's gender recommendation that one-third (1/3 or 33.33%) of its Board members should be women, as it has six women Board Directors; thus its gender diversity is 54.5%. The Board has also met the diversity in age and ethnicity in varying degrees.

    The Board delegates the implementation of its strategy to the Company’s Management. However, the Board remains ultimately responsible for corporate governance and the affairs of the Company and performance of the Group.

    2.2 Nomination Committee

    The Nomination Committee (“NC”) comprises three (3) Independent Non-Executive Directors, who are Independent Directors. The members of NC are as follows:-

    Encik Fazrin Azwar Bin Md Nor
    Chairman, Independent Non-Executive Director

    Dato’ Dr Choong Tuck Yew
    Senior Independent Non-Executive Director

    Datin Shirley Yue Shou How
    Independent Non-Executive Director

    The Terms of Reference of the NC can be found in the Company’s Corporate Governance in the investors’ section of the website at www.pohkong.com.my. The NC reviews training needs for incoming Directors with respect to their roles and responsibilities, as well as to the expectation of the stakeholders with regard to their contributions to the Board and the Group.

    The NC also assists the Board in its annual review of the required mix of skills and experience and other qualities including core competencies which Directors should bring to the Board and to assess the effectiveness of the Board as a whole, as well as, look into succession planning, boardroom and gender diversity and training needs of Directors and Senior Management.

    The NC met three (3) times during the financial year on 19 September 2017, 4 December 2017 and 30 July 2018 to deliberate on the above matters.

    2.3 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors

    Appointment, Selection and Assessment of Directors

    The NC is responsible for reviewing recommendations of any new appointments to the Board. In reviewing these recommendations, the NC considers the required mix of skills and experiences which the Directors would bring to the Board and his or her time commitment. Any new nomination received, shall be reviewed by NC and subsequently, to the Board for assessment and approval.

    The key task of the NC is to ensure that the Company recruits and retains the best available Executive and NonExecutive Directors who are competent and are able to guide the Company to meet its strategy and business plan.

    The NC is responsible for making recommendations to the Board on the most appropriate Board size and composition. In discharging its responsibilities, the NC has developed a set of criteria used in the recruitment process and annual assessment of Directors. In evaluating the suitability of candidates, the NC considers the following factors, as detailed in the Terms of Reference of the NC which is available for reference at the Company’s website, www.pohkong.com.my.

     Specific qualities of new nomination to the Board sought after by the NC include:

    • skills, knowledge, expertise and experience;
    • professionalism and integrity;
    • commitment (including time commitment) and contribution;
    • background, character and competence;
    • boardroom diversity; and
    • in the case of candidates for the position of Independent Non-Executive Directors, the NC shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-Executive Directors.

    This responsibility of the NC includes making recommendations on the desirable competencies, experience and attributes of the Board members and on strategies to address the Board's diversity. The NC may recommend to the Board to appoint an individual to be Director by following a set of processes for the new appointee who will stand for election at the next Annual General Meeting (“AGM”) in accordance with the Articles of Association (“the Articles”) of the Company.

    The Committee will seek its nomination of suitable candidates from the Directors, Management and shareholders of the Company and also from third parties for their assessment before recommending to the Board based on the criteria set.

    Re-election of Directors

    The Articles of the Company provides that one-third (1/3) of the Directors are required by rotation to submit themselves for re-election by Shareholders at every AGM at least once in every three (3) years.

    The NC has noted the contribution of each of the following Directors who will be retiring by rotation under Article 80 and being eligible, have consented to be re-elected. The NC has recommended to the Board for their reelection at the forthcoming AGM of the Company.

    Retiring Directors:

    Mr Cheong Teck Chong
    Dato’ Choon Yoke Ying
    Mdm Choon Wan Joo
    Dato’ Dr Choong Tuck Yew

    Diversity Policy

    The Group is an equal opportunity employer and does not practise discrimination of any form, regardless of age, gender, ethnicity throughout the organisation.

    The Board practises gender diversity and has six (6) female Directors that represents 54.5% of seats at Board level, out of a total of eleven (11) Directors, even though it does not have a formalised policy on setting targets for female candidates.

    The Group will continue to identify suitable candidates for appointment to the Board based on merit, competence and contribution that each potential candidate can bring to further strengthen the Board. The evaluation of the suitability of candidates as Board members is based on the candidates’ competency, character, time commitment, knowledge and experience in meeting the needs of the Group.

    Annual Assessment

    The NC adopts and conducts on an annual basis the following evaluation:

    • Board and Board Committee Evaluation;
    • Internal Audit Function Evaluation;
    • External Auditor Performance and Independence Evaluation;
    • The Independent Directors’ Self-Assessment;
    • Directors and Key Officers’ Evaluation;
    • The AC’s Financial Literacy and Evaluation;
    • The AC Members’ Self Evaluation;
    • The Internal Audit Function Evaluation; and
    • Assessment form on Private Sessions with the External Auditors.

    All assessments and evaluations carried out by the NC are properly documented. The Company Secretary summarises and compiles the assessments with comments by the Directors. The summaries are tabled at the NC meeting for the NC’s assessment and evaluation. The NC Chairman will then report to the Board on the results of the Directors’ assessment and evaluation.

    2.4 Remuneration Committee
    In compliance with the MCCG 2000, the Remuneration Committee (“RC”) was established on 8 March 2004.

    With the authority delegated to it by the Board to assist and advise them, the RC has its own terms of reference and guidelines structured to align and complement the strategic direction and objectives of the Company to ensure its long term success through the recruitment and retention of Directors and key Management staff.

    The RC is responsible for setting up a remuneration policy for the Chairman, CEO and Executive Directors.

    Also within this policy stipulated are policies on compensation payments, rewards and retirement benefits based on several criterias, such as seniority, their competencies, experience, responsibilities, business acumen and performance. In determining the balance between fixed and performance related packages, the RC further plays a crucial role in ensuring these packages are compatible with HR policies within Poh Kong, at the same time striking an appropriate balance between the interests of shareholders, the Board, senior executives, employees and Poh Kong’s culture and values.

    The RC, in discharging its duties ensures all recommendations and decisions made regarding remuneration and incentive packages are conducted in a transparent, fair and responsible manner and in accordance with the guidelines as stipulated in the remuneration policy.

    The RC also makes certain that no Directors, both executive and non-executive take part in the discussion and decision making of his or her own remuneration or salary to avoid potential conflict of interest.

    Non-Executive Directors receive fees that are not linked to profits and performance of the Company but in consideration of their crucial roles in corporate governance, fiduciary duties, responsibilities and time commitments.
    Non-Executive Directors’ fees and benefits are subjected to the approval of shareholders at the AGM.

    In Poh Kong, it is imperative that the RC must continuously review the appropriateness and relevance of its Remuneration Policies and Guidelines to meet challenges both within the organisation and the external environment.

    The RC comprises four (4) Directors, the majority of whom are Independent Non-Executive Directors. The members of the RC are as follows:-

    Datin Shirley Yue Shou How
    Chairperson, Independent Non-Executive Director

    Dato’ Dr Choong Tuck Yew
    Senior Independent Non-Executive Director

    Encik Fazrin Azwar Bin Md Nor
    Independent Non-Executive Director

    Dato’ Choon Yee Seiong
    Executive Chairman & Group Managing Director

    The table below shows the remuneration for Directors of the Company for the financial year ended 31 July 2018 is as follows:-

    PRINCIPLE 3 - REINFORCE INDEPENDENCE

    3.1 Assessment of Independence
    The Board recognises the importance of independence and objectivity in the decision-making process as advocated in the MCCG 2012. The Board is committed to ensure that the independent directors are capable of exercising independent judgment and are not involved in any other relationship with the Group, acting always in the best interests of the Company.

    The Independent Directors of the Company fulfilled the criteria of “Independence” as prescribed under the MMLR. The Board, via the NC, has developed the criteria to assess independence and formalised the current independence assessment practice. In addition, the Independent Directors signed a confirmation of independence annually.

    3.2 Tenure of Independent Directors

    The Board is aware of the recommended tenure of an Independent Director which should not exceed a cumulative or consecutive term of a total of twelve (12) years as recommended by MCCG 2017 and that such a Independent Director may continue to serve on the Board if the Independent Director is re-designated as a Non-Independent Non-Executive Director upon completion of the nine (9) years tenure.

    However, if the Board intends to retain the Director as Independent after the Independent Director has served a cumulative or consecutive term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at a general meeting via a two-tier voting process.

    3.3 Shareholders’ Approval for the Appointment as an Independent Director after serving nine (9) years in that capacity

    The Board based on the review and recommendation made by the NC, considers Dato’ Dr Choong Tuck Yew (“Dato’ Dr Choong”), the Senior Independent Non-Executive Director, and Encik Fazrin Azwar Bin Md Nor (“Encik Fazrin Azwar”), an Independent Non-Executive Director, to be independent and recommends that they should continue to act as Independent Non-Executive Directors of the Company based on the following justifications:

    • The Group has benefited from these long serving Independent Directors who possesses detailed knowledge of the Group’s business, standard operating procedures, internal controls and risk profile, and have proven commitment, integrity, experience, competence and wisdom to effectively advise the Board from time to time.
    • Dato’ Dr Choong and Encik Fazrin Azwar are independent in character and judgment, independent of Management and free from any relationship or circumstances which are likely to affect or could affect their judgment or making of decisions in the best interest of the Company.
    • Dato’ Dr Choong and Encik Fazrin Azwar each have proven business acumen, academic qualifications, professional backgrounds and practice skills in accounting and legal expertise respectively. They have always been vocal and provided constructive feedback to promote effective decision making of the Board.

    Dato’ Dr Choong and Encik Fazrin Azwar have fulfilled the criteria under the definition of Independent Directors as stated in the MMLR. Hence, they have provided a check and balance, and brought an element of objectivity to the Board. Both of them have served the Group for more than nine (9) years and have agreed to be retained as Independent Non-Executive Directors.

    3.4 Separation of positions of the Chairman and the Group Managing Director

    We recognise that the roles of the Chairman and the Group Managing Director are distinct and separate with a clear division of responsibilities between the Chairman and the GMD to ensure a balance of authority, increased accountability and a greater capacity for independent decision-making.

    However, it has been the practice of the Group to combine the responsibility of the Chairman and the GMD due to the vast experience and indepth industry knowledge that Executive Chairman Dato’ Choon Yee Seiong (“Dato’ Choon”) has in the business. Dato’ Choon’s intensive wealth of expertise and goodwill generated over the years, his combined role as Executive Chairman and GMD has proven beneficial and appropriate for the Group. Hence, the Board has agreed that the two roles of the Chairman and the GMD shall remain vested in him for business efficiency and effectiveness.

    As the Chairman, Dato’ Choon is pivotal in creating the conditions for overall Board and individual Director’s effectiveness. His responsibility is to run the Board and set its agenda taking into account the issues and concerns of all Board members. He ensures Board members receive accurate, timely and clear information about the Company’s performance to enable the Board to make sound decisions, and encourages active engagement by all Board members. He is responsible for the approval of all Group policies, ensuring they adhere to and conform to the highest standards. He also ensures the orderly conduct and Management of the Board, and Board Committees performance. Dato’ Choon is an effective Chairman who upholds the highest standards of integrity and provides coherent leadership that represents the Company’s vision and mission, and understanding the needs of various stakeholders.

    As the GMD, he is responsible for developing the Group’s objectives and strategies for approval by the Board having regard to the Group’s responsibilities to its various stakeholders. He recommends to the Board an annual budget and three years’ financial plan and ensures its achievements following the Board’s approval. Dato’ Choon also implements the Board’s directions, managing the day-to-day business operations, including chairing the Executive Committee and communicating its decisions and recommendations to the Board. His duties include driving the Group’s performance and reviewing its operational results and strategic directions of the Group’s business. He undertakes the responsibility of identifying and executing new business opportunities. Dato’ Choon ensures the Board that appropriate risks and internal controls are in place. In summary, Dato’ Choon has upheld his duties as the Chairman and the GMD respectively as separate and distinct roles with clear division of responsibilities.

    Although the Executive Chairman is also the GMD, all decisions of the Board are based on the decision of the majority of the Board members and matters are deliberated with active participation of the four (4) Independent Non-Executive Directors. Therefore, no individual Director dominates the decision making process unless duly authorised by the Board.

    Nevertheless, functionally and for all intent and purpose, the responsibilities of the GMD are executed by delegating authority to designated Senior Management to ensure that division of responsibility and accountability in essence are separated. Further, all decisions on matters reserved for the Board are made after due deliberation by the Board and the Board Committees, where required.

    The MCCG 2017 recommends that the majority of the Board members must comprise of Independent Directors in the event that the Board Chairman is not an Independent Director. In spite of this, the Board is of the view that this recommendation is currently satisfied by the strong proactive participation of the Independent NonExecutive Directors expressing their impartial, independent opinions, without fear or favour on important issues that affect the Company and/or the interest of the various stakeholders.

    3.5 Composition of the Board

    Presently, the Board comprises four (4) Independent Non-Executive Directors and seven (7) Executive Directors. This composition complies with Paragraph 15.02 of the MMLR which requires at least two (2) directors or onethird (1/3) of the Board, whichever is the higher, to be independent. However, this is a departure from the Code which recommends that the Board of a listed company should comprise 50% of Independent Non-Executive Directors. The higher number of Executive Directors to Independent Non-Executive Directors was reflective of the various stakeholders' interest which the Board will be looking into, going forward in relation to the needs of an efficient and effective Board. The profiles of the Directors are set out on pages 27 to 33 of this Annual Report.

    The Executive Directors take on the primary responsibility of the day-to-day running of the Group’s business, as well as implementing the policies and decisions of the Board. The Executive Directors have cumulatively, a wealth of knowledge and experience, gained insights from different fields and expertise that include retailing, merchandising, manufacturing, research and development functions in the industry. They each uphold different functions of the Company and contribute cohesively to the success and well being of the Group.

    The Independent Non-Executive Directors act independently of management and do not participate in any business dealings and are not involved in any other relationship with the Group that may impair their independent judgment and decision-making. They provide a broader view and independent assessment to the Board’s decision making process by acting as an effective check and balance.

    Together, the seven (7) Executive Directors and four (4) Independent Non-Executive Directors, is a balanced Board and comprises professionals from various backgrounds with depth and breadth of experience, expertise and perspectives which would add value to the Group. With their diverse backgrounds, professional experience and wide mix of skills, the Board oversees the Group’s operations effectively and efficiently.

    PRINCIPLE 4 - FOSTER COMMITMENT

    4.1 Board Meetings and Time Commitments

    The Board met five (5) times during the financial year ended 31 July 2018. Details of Directors’ attendance are set out as follows:-

    To ensure that the Directors have the time to focus and fulfil their roles and responsibilities effectively, one of the criteria is that they must not hold directorships of more than five (5) public listed companies. The Directors are required to submit an update on their other directorships annually. The Directors are also required to notify the Chairman before accepting any new directorship.

    The Board, via the Nomination Committee reviews annually the time commitment of the Directors and ensure that they are able to carry out their own responsibilities and contributions to the Board.

    Furthermore, the Directors have from time to time made visits to existing stores and/or new locations to familiarise themselves, and meet with senior management periodically to actively discuss the Group’s financial and operations matters.

    In order to enable Directors to sustain active participation in board deliberations, Directors are provided with continuing education programmes and training. The Directors have devoted sufficient time to update their knowledge and enhance their skills by attending training courses.

    4.2 Directors’ Training

    During the year, training programmes attended by the Directors are as follows:-

    Dato’ Choon Yee Seiong

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.

     

    Datin Hon Wee Fong

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.

    Mr Cheong Teck Chong

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.

    Madam Choon Nee Siew

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.

    Dato’ Choon Yoke Ying

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.

    Madam Choon Wan Joo

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.

    Mr Choon Yee Bin

    2018

    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.

    Dato’ Dr Choong Tuck Yew

    2017

    • 1 August 2017 - “Effective Evaluation Workshop,” organised by Toastmaster’s Taman Indrahana Club, PJ.
    • 8 August 2017 - Participated in “Humorous Speech & Evaluation Contest 2017/1018,” organised by Toastmaster’s Taman Indrahana Club, PJ.
    • 9 & 10 December 2017 - Participated in Toastmaster’s Taman Indrahana Club, PJ.

    2018

    • 16 January 2018 - “Guidance Notes: Competency Framework for CFO’s in Public Listed Entities,” organised by Malaysian Institute of Accountants.
    • 23 January 2018 - “Implementing the Companies Act 2016 and the Malaysian Code of Corporate Governance 2017, organised by Bursatra Sdn Bhd.
    • 23 January 2018 - Participated in “International Speech and Table Topics Contest,” organised by Toastmaster’s Taman Indrahana Club, PJ.
    • 18 March 2018 - Participated in “Joint International Speech and Table Topics Contest,” organised by Toastmaster’s Division D Speakers’ Showcase Area D1, D2 and D3.
    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.
    • 5 September 2018 - “Effective Evaluation Workshop,” organised by Toastmaster’s Taman Indrahana Club, PJ.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.
    • 25 September 2018 - Participated in “Humorous Speech & Evaluation Contest,” organised by Toastmaster’s Taman Indrahana Club, PJ.
    • 27 October 2018 - Participated in “Humorous Speech and Evaluation Contest 2018/2019,” organised by Toastmasters District 102 Division C Joint Area C3 and C4.
    • 30 October 2018 - “Anti-Corruption Summit 2018,” organised by Aram Global Sdn Bhd.

    Encik Fazrin Azwar Bin Md Nor

    2018

    • 15 March 2018 - “Corporate Governance Briefing Session: MSSG Reporting & CG Guide,” organised by Bursa Securities.
    • 27 March 2018 - “Audit Committee Conference 2018: Internal Auditing in the Age of Disruption,” organised by Internal Auditors Institute and the Malaysian Institute of Accountants.
    • 14 & 15 August 2018 - “SSM National Conference 2018: Doing Business in the Age of Disruption,” organised by Suruhanjaya Syarikat Malaysia.
    • 17 & 20 October 2018 - “International Greentech & Eco Products Conference: Green Economy & Industry 4.0 - Achieving Sustainable Development Goals,” organised by Malaysian Green Technology Corporation.


    Datin Shirley Yue Shou How

    2017

    • 20 October 2017 - “Thought Leadership Session for Directors, Leading in a Volatile, Uncertain, Complex, Ambiguous (VUCA) World,” in the Corporate Governance Breakfast Series held at Lanai Kijang, KL.
    • 7 November 2017 - “Integrating an Innovation Mindset with Effective Governance,” in the Corporate Governance Breakfast Series, organised by Malaysian Directors Academy (MINDA) held at Sasana Kijang, KL.
      2018
    • 23 January 2018 - “Implementing the Companies Act 2016 and the Malaysian Code of Corporate Governance 2017 - What every Director needs to know, highlighting the Laws, the Values and the Code,” organised by Bursatra Sdn Bhd at Hilton Hotel, KL.
    • 22 March 2018 - “Remuneration Committee : Attracting and Retaining the Best Talents,” organised by Bursatra Sdn Bhd, at Seri Pacific Hotel, KL.
    • 27 March 2018 - “Audit Committee Conference 2018,” organised by Connexion Conference and Events Centre, held at the Vertical Office Suites, KL.
    • 11 June 2018 - “Key Amendments to the Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.

    Dato’ Esther Tan Choon Hwa

    2017

    • 17 November 2017 - “Malaysian Code of Corporate Governance,” workshop held in collaboration with the Malaysian Institute of Accountants.
      2018
    • 23 January 2018 - “Implementing the Company Act & the Malaysian Code of Corporate Governance 2017 - What every Director needs to know, highlighting the Laws, the Values and the Code,” organised by Bursatra Sdn Bhd at Hilton Hotel, KL.
    • 27 March 2018 - “Audit Committee Conference 2018: Internal Auditing in the Age of Disruption,” organised by Internal Auditors Institute and the Malaysian Institute of Accountants.
    • 17 & 18 April 2018 - “Malaysian Tax Conference 2018,” organised by Malaysian Institute of Accountants and Chartered Tax Institute of Malaysia.
    • 16 May 2018 - “The New Malaysian Code on Corporate Governance & its Impact on Directors,” organised by MK Land Holdings Berhad and conducted by Boardroom Corporate Services (KL) Services Sdn Bhd.
    • 11 June 2018 - “Key amendments to Listing Requirements Arising from Companies Act 2016” and “Key Disclosure Obligations of a Listed Company,” conducted by CKM Advisory in PJ.
    • 23 & 24 July 2018 - “Appreciative Inquiry Workshop,” conducted by Powerwoosh Asia Berhad in KL.
    • 6 September 2018 - “Sustainability Reporting Project Kickoff Workshop,” conducted by Baker Tilly Monteiro Heng Governance Sdn Bhd in PJ.
      Directors are mindful that they must continue to enhance their skills and knowledge to maximise their effectiveness during their tenure. Throughout their years in office, the Directors are continually updated on the Group’s business and the relevant regulatory requirements by the Management and the Company Secretary.

    PRINCIPLE 5 - UPHOLD INTEGRITY IN FINANCIAL REPORTING

    5.1 Accountability and Audit

    Financial Reporting

    The Board is committed to provide a balanced, clear and comprehensive assessment of the Group’s financial position and prospects by making sure that the financial statements and quarterly announcements are prepared in accordance with the provisions of the Companies Act 2016, Malaysian Financial Reporting Standards (MFRSs) and International Financial Reporting Standards.

    The Board is assisted by the Audit Committee in reviewing the appropriateness of accounting policies applied by the Group, as well as the changes in these policies.

    The AC also assists the Board in overseeing the financial reporting process and ensuring the quality of the financial reporting by the Group. The AC reviews and monitors the accuracy and integrity of the Group’s annual and quarterly financial statements for announcement to the public within the stipulated time frame.

    The activities of the AC in terms of financial reporting and how the AC has discharged its oversight role are contained as cross-referenced in section 4.1 and 4.2 of the AC Report.

    Statement on Directors’ Responsibility
    In reviewing all the published annual and quarterly financial statements during the financial year ended 31 July 2018, the Directors took due care and reasonable steps to ensure compliance with the applicable accounting standards in all material aspects. For this purpose the Directors are updated and briefed by the external auditors on the current accounting practices, new MFRS, amendments/improvements to MFRSs, new IC Interpretation (IC Int) and amendments to IC Int that have been issued but yet to be effective.

    A statement by the Directors of their responsibilities for preparing the financial statements is set out under the Statement on Directors’ Responsibility on page 97 of this Annual Report.

    The AC also assists the Board in overseeing the financial reporting process and ensuring the quality of the financial reporting by the Group. The AC reviews and monitors the accuracy and integrity of the Group’s annual and quarterly financial statements for announcement to the public within the stipulated time frame.
    The activities of the AC in terms of financial reporting and how the AC has discharged its oversight role are contained as cross-referenced in section 4.1 and 4.2 of the AC Report.

    Statement on Directors’ Responsibility

    In reviewing all the published annual and quarterly financial statements during the financial year ended 31 July 2018, the Directors took due care and reasonable steps to ensure compliance with the applicable accounting standards in all material aspects. For this purpose the Directors are updated and briefed by the external auditors on the current accounting practices, new MFRS, amendments/improvements to MFRSs, new IC Interpretation (IC Int) and amendments to IC Int that have been issued but yet to be effective.

    A statement by the Directors of their responsibilities for preparing the financial statements is set out under the Statement on Directors’ Responsibility on page 97 of this Annual Report.

    5.2 Assessment of Suitability and Independence of External Auditors

    The Board maintains a transparent and professional relationship with the Group’s external auditors through the Audit Committee (“AC”).

    The criteria for the external auditors assessment include quality of services, sufficiency of resources, communication and interaction, audit planning, independence, objectivity and professional skepticism. In determining the independence of the external auditors, the AC reviewed and assessed all aspects of their relationships with them including the processes, policies and safeguards adopted by the Group and the external auditors relating to audit independence. The AC also reviewed and assessed the external auditor’s performance and independence.

    The Group’s external auditors are invited to attend the AC meetings on a quarterly basis. Copies of the internal audit report are given to the external auditors at the meeting for their comments and notation. The AC meets the external auditors to review the scope and adequacy of the audit process, updates on the financial reporting standards, the financial statements and their audit findings.

    In addition, the external auditors are invited to attend the Company’s AGM so that they are available to answer any questions from shareholders on the conduct of the statutory audit and the contents of the Annual Audited Financial Statements

    The AC also met with the external auditors without the presence of the Executive Directors two (2) times on 15 September 2017, 16 October 2017.

    The Audit Oversight Board requires that the engagement partner involved in the external audit should not remain in a key audit role beyond five (5) years and cannot be re-engaged to play a significant role in the audit of the Company for at least another two (2) successive years. The external auditors have declared their independence to the Group and their compliance with current By-Laws (on professional ethics, conduct and practice) of the Malaysian Institute of Accountants - Section 290.

    PRINCIPLE 6 - RECOGNISE AND MANAGE RISKS

    6.1 Sound Framework to Manage Risks

    The Board acknowledges its responsibility for maintaining a sound system of risk management and internal controls in the Company and the Group. These controls provide reasonable but not absolute assurance against material misstatement, loss or fraud.

    The Directors are responsible for the Group’s system of internal controls. The internal control covers the financial and non-financial aspects including risks assessment. It also encompasses compliance and operational controls, as well as risks management matters. The Group has formalised Standard Operating Procedures which take into consideration the adequacy and integrity of the system of internal control, and is subject to review by the Executive Committee and endorsed by the AC and subsequently approved by the Board.

    In addition to Standard Operating Procedures, the Group also has in place a formalised Whistle Blowing Policy and has established a risk management framework to identify, evaluate and manage key risks that may affect the achievement of the business objectives of the Group.

    6.2 Internal Audit Function

    The Group’s internal audit function on risks is carried out by the Company’s in-house internal audit department using a risk-based approach and by two (2) firms of outsourced external consultants to assist the AC and Board in providing independent assessment and assurance on the adequacy, efficiency and effectiveness of the Group’s internal control system.

    Details of the Company’s internal control processes are set out in the Statement on Risk Management and Internal Control in this Annual Report. Total cost of the internal audit function for the financial year ended 31 July 2018 amounted to RM928,239.

    PRINCIPLE 7 - ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

    7.1 Corporate Disclosure Policy

    The Board has ensured timely disclosure of material information pertaining to the Company’s performance and operations to the public, in accordance with the disclosure requirements under the MMLR and other applicable laws. It has formalised a written Corporate Disclosure Policy for the Group, a copy of which is available in the Company’s website.


    7.2 Leverage on Information Technology for Effective Dissemination of Information

    The Board has established a dedicated section on the Company’s website for corporate information on the Company’s announcements, financial information, annual reports, quarterly reports, dividend paid, share prices and analysts’ reports which can be accessed. The website is the key communication channel for the Company to reach its shareholders and the general public.

    The IT interactive Investor Relations section in the website at www.pohkong.com.my enhances the investor relations function and includes a corporate newsroom investment calculator of stocks, as well as enquiries. Shareholders and the general public may direct their enquiries via “Information Request” and the Company’s IR contact will endeavor to reply to these queries. Shareholders can also access historical data and stocks chart information by clicking on the subject matter in the website.

    There is also a section focusing on corporate governance that includes the Company’s Statement on Corporate Governance, Terms of Reference of the Board Committees, Board Charter that contains the Whistleblowing Policy, Code of Ethics and Conduct, Sustainability and Corporate Social Responsibility and various corporate governance initiatives.

    PRINCIPLE 8 - STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

    8.1 Encourage Shareholder Participation at General Meetings

    Annual General Meeting
    The Company dispatches its notice of AGM and related papers to shareholders at least twenty one (21) days before the meeting to enable shareholders to go through the Annual Report and papers supporting the resolutions proposed. Although the Code recommends at least 28 days notice shall be given to shareholders, the Company has complied with the Code as notice of AGM will be sent to the shareholders on 30 November 2018 while the AGM will be held on 11 January 2019.

    During the AGM, the Executive Chairman provides shareholders with a brief overview of the Company financial year’s performance and operations.

    The AGM serves as the principal forum for direct interaction and dialogue between the shareholders, the Board and the management. It also provides an opportunity for the shareholders to seek and clarify any issues and to have a better understanding of the Group’s performance and other matters of concern.

    Shareholders are encouraged to actively participate in the question and answer session. The Board, senior management and the external auditors will be present to answer and provide appropriate clarifications at the meeting.

    A press conference is held after the AGM, briefing the media on the resolutions passed by shareholders, the operations, performance and financial results of the Group for the year under review, followed by a question and answer session to clarify issues posed. Copies of the press kit and Annual Report are also given to the media.

    8.2 Poll Voting

    MMLR requires any resolution set out in the notice of any general meeting (including any addendum, errata or amendment to the earlier notice of general meeting) or notice of resolution be voted by poll. Hence, all the resolutions as set out in the notice of the Company’s forthcoming AGM will be voted by poll.

    8.3 Effective Communication and Proactive Engagement

    It has always been the Company’s practice to maintain good relationship with its shareholders. Major corporate developments and happenings in the Company have always been duly and promptly announced to all shareholders, in line with Bursa Securities’s objectives of ensuring transparency and good corporate governance practices.

    The Company’s financial performance, major corporate developments and other relevant information are promptly disseminated to shareholders and investors via announcements of its quarterly performance, annual report, corporate announcements to Bursa Securities and press conferences. Further updates of the Company’s activities and operations are also disseminated to shareholders and investors through dialogue with analysts, fund managers, investor relations and the media.

    Besides highlighting retail business promotional activities, the Company’s website www.pohkong.com.my also contains all announcements made to Bursa Securities, as well as the contact details of the designated contact to cater to any queries.

    COMPLIANCE STATEMENT

    The Board is of the view that the Group is generally in compliance with the Principles and Recommendations of the MCCG 2017. Where a specific Recommendation of the MCCG 2017 has not been observed during the financial period under review, the non-observance has been explained and the reasons thereof have been included in this Statement.

    This Statement was made in accordance with a resolution of the Board dated 24 October 2018.





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