OVERVIEW STATEMENT ON CORPORATE GOVERNANCE
The Board of Directors of Protasco Berhad (the Board) believes in good corporate governance practices in line with the principles, requirements, and best practices specified in the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”).
THE ROLE AND RESPONSIBILITIES OF THE BOARD
The Board is aware of its accountability to the shareholders and various stakeholders of Protasco Berhad in discharging its duty and regulatory role in building a sustainable business.
The Board is responsible for delivering shareholder value over the long term, through the Group’s culture, strategy, values and governance. The Independent Directors have a particular responsibility for challenging the Group’s strategy and monitoring the performance of Executive Directors against goals and objectives.
The Board is supported by the Audit, Nomination and Remuneration and Risk Management Committees.
Decisions on operational matters and the day-to-day management of the business are delegated to the Group Managing Director and senior management. This includes implementing group policy and procedures, managing client and contractor services, monitoring financial performance and human resource management.
The Board has adopted a Board Charter which serves as a reference for the Directors. The Board Charter sets out the roles, functions, composition, operations and processes of the Board which is intended to ensure that all the Board members are fully aware of their obligation in discharging their duties and responsibilities.
The Board Charter is subject to periodic review by the Board to ensure that it remains consistent with the Board’s roles and responsibilities, changing needs of the Company as well as any development in the prevailing legislation and practices.
The Board Charter is available for reference at the company’s website www.protasco.com.my.
Code of Conduct
A Director’s Code of Conduct is set out as the rules and values for the Directors in conducting their duties and responsibilities to the highest ethical standards.
The Director’s Code of Conduct is available for reference at the company’s website www.protasco.com.my.
Board papers containing current quarter results, business plans, proposed projects, business risk, governance and litigation updates are distributed in advance of the meeting to allow Directors to have sufficient time for preparation. The Board received presentations from the Group Managing Director and senior management on issues within the Group.
Both company secretaries are qualified to act as company secretary under Section 235 of the Companies Act 2016. They are both Associates members of the Malaysia Institute of Chartered Secretaries and Administrators (“MAICSA”). The company secretaries provide support to the Board in fulfilling their fiduciary duties. They are responsible in advising the Board with regards to the Company’s constitution, Board policies and procedures, and its compliance with regulatory requirements, codes, guidance and legislations as well as best practices of corporate governance. All Directors have access to the advice and services of the company secretaries. The company secretaries ensure deliberations of Board and Board Committee meetings are well documented and maintained at the registered office of the Company.
The Board recognises that sustainability is an integral part of its business. It supports the environmental, economic and social sustainability in business operations.
For further information, please refer to the Sustainability Report on pages 15 to 29.
The Sustainability Policy is available for reference at the company’s website www.protasco.com.my.
The Company provides the Board with full assistance and gives them complete access to necessary materials and relevant information. Together with proper counsel from qualified company secretaries and others, the Board has been able to discharge its functions properly. The Directors are also encouraged to make verifications and endorsements, and to seek external guidance.
The Board encourages employees and associates to report suspected or known misconduct, wrongdoing, corruption and instances of fraud, waste, and abuse involving the resources of the Group.
Whistleblowing Policy enables employees and associates to raise their concerns without fear.
The Whistleblowing Policy is available for reference at the company’s website www.protasco.com.my.
The following channels should be used by employees and associates to raise their concerns:
Composition of the Board
The Board aims to have diversity of skills, experience, knowledge and gender. The profiles of the Directors are set out on pages 32 to 39. These demonstrate a broad range of experience, expertise and sufficient calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct, which are vital to the success of the Group.
At present, there are eight members of the Board comprising four Independent Non-Executive Directors, one Non-Independent Non-Executive Director and three Executive Directors.
Appointments and Re-Election of Directors
In compliance with the Company’s Constitution, at each Annual General Meeting (AGM), one-third (1/3) of Directors or if their number is not three, the number nearest to one-third (1/3), shall retire from office at least once in three years. The Directors to retire shall be those who have been longest in office since their last re-election or appointment.
The Nomination and Remuneration Committee will assess the Directors who are due for re-election at the AGM based on the result of the annual performance evaluation and will submit its recommendation to the Board for approval.
Board Performance Evaluation
The Board undertakes performance evaluation annually which comprises Board assessment, self-assessment and assessment on board committees. The Chairman of the Nomination and Remuneration Committee will be presented with the analysis of the overall performance evaluation to be deliberated on at the Nomination and Remuneration Committee meetings. The Nomination and Remuneration Committee will access and identify areas which require improvement and recommend them to the Board for action.
The Board considers that, notwithstanding their interests in the shares of the Company as set out in the Directors Interest on page 65 of the Directors’ Report, all of the current Independent Directors are independent of the Management of the Group and are free from any business or other relationship that could materially interfere with the exercise of their independent judgement.
Pursuant to the Succession Planning Policy of the Company, the tenure of an Independent Director is capped at nine years of continuous service. In the event the Board intends to retain any Director as an Independent Director who has served beyond a consecutive or a cumulative term of nine years, the Board should justify and seek approval from the shareholders at the Company’s AGM.
At the date of the Annual Report, none of the four Independent Directors have served the Company for more than a cumulative term of nine years.
Chairman and Group Managing Director
The roles of Executive Chairman and Group Managing Director are held by separate persons and have different responsibilities as set out in the Board Charter.
The Board is led by the Executive Chairman who is accountable for ensuring the effectiveness of the governance process of the Board. He provides leadership and ensures all strategic and critical issues are discussed by the Board in a timely manner. The Group Managing Director is responsible for the management of the Group’s business, decision makings and managing day-to-day operations.
During the year under review, five Board meetings were held. Details of Directors’ attendance are set out as follows:
|Board meeting attended in 2019|
|Tan Sri Datuk Dr Hadenan Bin A Jalil (passed away on 18 September 2019)||3/4|
|Dato' Sri Ir Chong Ket Pen||5/5|
|Dato' Sri Su-Azian @ Muzaffar Syah Bin Abd Rahman||4/5|
|Dato’ Tan Yee Boon||5/5|
|En Suhaimi Bin Badrul Jamil||5/5|
|Ir Tan Heng Kui||5/5|
|Mr Lim Yew Ting||5/5|
|Ms Tham Wei Mei||5/5|
Details of training programmes, conferences and forums attended by the Directors during the year under review are set out as follows:
|Date||Description of Training|
|Dato' Sri Ir Chong Ket Pen||9 April 2019||Common Breaches of The Listing Requirements with Case Studies, TRICOR Knowledge House.|
|9 December 2019||Dealing in Listed Securities, Closed Period & Insider Trading, Malaysian Institutes of Accountants.|
|Dato' Sri Su-Azian @ Muzaffar Syah Bin Abd Rahman||11 September 2019||
Financing The Sustainable Development Goals:
Malaysian Private Sector Role In Bridging The Gap From Goals To Actions, Bursa Malaysia.
|Dato’ Tan Yee Boon||31 October 2019||Session On Corporate Governance And Anti-Corruption, Bursa Malaysia.|
|4 November 2019||Workshop on Corporate Liability Provision (Section 17A) of The MACC Acct 2009, Bursa Malaysia.|
|En Suhaimi Bin Badrul Jamil||9 April 2019||Common Breaches of The Listing Requirements with Case Studies, TRICOR Knowledge House.|
|22 - 23 October 2019||MIA International Accountants Conference 2019, Malaysian Institutes of Accountants.|
|Ir Tan Heng Kui||9 April 2019||Common Breaches of The Listing Requirements with Case Studies, TRICOR Knowledge House.|
|20 August 2019||Tax Risk Management and Board’s Responsibility, KPMG.|
|Mr Lim Yew Ting||9 April 2019||Common Breaches of The Listing Requirements with Case Studies, TRICOR Knowledge House.|
|Ms Tham Wei Mei||9 April 2019||Common Breaches of The Listing Requirements with Case Studies, TRICOR Knowledge House.|
|6 May 2019||Launch of the SC's Corporate Governance Monitor 2019, Securities Commission Malaysia.|
|23 August 2019||The Convergence Of Digitisation and Sustainability, Bursa Malaysia.|
|31 October 2019||Session On Corporate Governance And Anti-Corruption,Bursa Malaysia.|
The Board takes responsibility to ensure that financial statements are prepared in accordance with the regulatory requirements and applicable financial reporting in Malaysia. The Board deliberates on financial statements and ensures that the Group has used appropriate accounting policies, supported by reasonable and prudent judgement and estimates. The Audit Committee assists the Board by scrutinising the information to be disclosed. The Group’s financial statements are presented in pages 62 to 186 of this Annual Report.
RELATIONSHIP WITH THE AUDITORS
Through the Audit Committee, the Group has established a professional, transparent and appropriate relationship with the Group’s auditors, both internal and external, particularly in obtaining their professional advice towards ensuring full compliance with applicable accounting standards.
The Audit Committee met the external auditors twice during the year under review on 3 April 2019 and 22 November 2019 without the presence of the Executive Directors and Management to exchange independent views on matters which require the Committee’s attention.
The Audit Committee had assessed the suitability and independence of the external auditors. In its assessment, the Audit Committee considered several factors such as adequacy of experience, resources of the firm, the professional staff assigned to the audit, independence of Crowe Malaysia PLT and the provision of non-audit services rendered by Crowe Malaysia PLT for financial year 2019.
Crowe Malaysia PLT confirmed that they have been independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements for the financial year 2019.
Being satisfied with Crowe Malaysia PLT’s performance, technical competency and audit independence, the Audit Committee recommended to the Board to put forth a proposal for the re-appointment of Crowe Malaysia PLT as external auditors for financial year ending 2020 at the forthcoming Annual General Meeting.
The Board acknowledges their responsibility for the Group’s system of internal controls and reviews its effectiveness regularly via the Internal Audit Department which provides support to the Audit Committee in dispensing its responsibilities with respect to the adequacy and integrity of the system of internal controls within the Group. The internal audit function is independent of the operations of the Group and reports directly to the Audit Committee.
The works of the internal auditors during 2019 is set out in the Audit Committee Report on pages 45 to 47 in this Annual Report.
The Audit Committee plays an active role in assisting the Board in discharging its responsibility. The full details of the composition, summary of the works of the Audit Committee are set out in the Audit Committee Report on pages 45 to 47 of the Annual Report.
Board Risk Management Committee
The Board has established a Board Risk Management Committee to oversee the internal controls and risk management processes.
A Group Risk Management Committee is assisting the Board Risk Management Committee in identifying, mitigating and monitoring the risks of the Group.
The Group Risk Management Committee comprises of management staff from the Accounts & Finance Department, Group Corporate Office and Business Units.
Significant risk matters that require the attention of the Board are reported to the Board Risk Management Committee.
The Statement on Risk Management and Internal Control as set out in pages 55 to 58 of this Annual Report.
Nomination And Remuneration Committee
The Nomination and Remuneration Committee assists the Board on matters relating to Board appointments including the composition of the Board Committee, reviews the performance of the Directors and Board Committees, and reviews Board Directors and Executive Directors’ remunerations.
A summary of the Nomination and Remuneration Committee’s activities during the year is set out below:
- Review the performance of the Directors and Board Committees;
- Review the terms of office and performance of Audit Committee and each of its members;
- Review the Directors’ fees & benefits;
- Review the succession planning policy;
- Review the training needs of Directors;
- Review the Directors standing for re-election at the forthcoming Annual General Meeting; and
- Review the appointment of new Directors.
Details of the Directors’ Remuneration for the financial year ended 31 December 2019 are as follows:
|Director’s Fee||Salary / Bonus / Benefits|
|Protasco Bhd||Subsidiary||Protasco Bhd||Subsidiary||Total|
|Tan Sri Datuk Dr Hadenan Bin A Jalil (passed away on 18 September 2019)||76,500||-||1,500||-||78,000|
|Dato’ Sri Ir Chong Ket Pen||-||-||1,507,840||-||1,507,840|
|Dato’ Sri Su-Azian @ Muzaffar Syah Bin Abd Rahman||-||-||-||558,240||558,240|
|Dato’ Tan Yee Boon||51,000||-||6,000||-||57,000|
|Ir Tan Heng Kui||51,000||36,000||4,000||4,680||95,680|
|En Suhaimi Bin Badrul Jamil||51,000||-||5,000||-||56,000|
|Mr Lim Yew Ting||51,000||-||5,500||-||56,500|
|Ms Tham Wei Mei||51,000||-||3,500||-||54,500|
Top five Senior Management’s Remuneration for the financial year ended 31 December 2019 are as follows:
|1. Dato’ Haji Mohd Taufik Bin Haron||RM200,001 - RM250,000|
|2. Mr Benny Chong Ther Vern|
|3. Mr Ir Edward Khoo Mong Wei||RM250,001 - RM300,000|
|4. Dato’ Ronnie Yap Kee Tian|
|5. Dato’ Ir Kenny Chong Ther Nen||RM350,001- RM400,000|
To ensure quality disclosure, the Company has a corporate disclosure policy to ensure accurate, clear and timely disclosure of material information and take reasonable steps to ensure that the general public has access to such information. The Company is committed to communicate the Company’s strategy, operational performance, financial results, and other material developments to Bursa Malaysia, analysts, investors, shareholders, and other stakeholders in a timely, open and comprehensive manner.
The Corporate Disclosure Policy is available at www.protasco.com.my.
GROUP CORPORATE WEBSITE
The Board is committed to leverage on information technology for effective dissemination of information in a timely manner. Protasco’s corporate website (www.protasco.com.my) provides easy access to information about the Group. Information available on the corporate website includes Protasco’s corporate profile, Board of Directors and Group senior management, financial results, annual reports, Group newsletters and latest corporate news.
In addition, stakeholders can obtain regulatory announcements made by Protasco to Bursa Malaysia at www.bursamalaysia.com.
The Company’s annual report provides a comprehensive report on the Group’s operations and financial performance for the year under review. It provides full disclosure and is in compliance with the relevant regulations to ensure greater transparency. An online version of the Annual Report is also available on Protasco’s corporate website.
ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) is the main delivery channel for dialogue with all shareholders. They are encouraged and are given opportunities to enquire about the Groups’ activities and prospects as well as to communicate their expectations and concerns.
The notices of AGM are sent out to shareholders at least 28 days before the date of the meeting exceeding the 21 days requirement under the Companies Act 2016 and Listing Requirements.
Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Shareholders can also contact the Company with their queries.
Shareholders are encouraged to be aware of their rights with regards to the convening of general meetings, appointment of proxies, demand for poll voting and access to information. The details of shareholder’s rights are available at www.protasco.com.my.
In line with the Listing Requirements on strengthening good Corporate Governance Practice, the Company has conducted electronic poll voting in General Meeting. An independent party is appointed to carry out the polling.
The Company’s Investor Relations Department plays an important role in conducting regular dialogues and discussions with shareholders, fund managers, journalists and financial analysts to update them on business performance, operations and corporate developments as well as obtaining feedback and discuss matters of common interests.
In addition, the Company issues timely release of its financial results and other mandatory announcements, and responds promptly to enquiries from investors, regulators, the public and financial analysts.
The Company has a dedicated website, www.protasco.com.my, designed to assist its stakeholders. The Company has subscribed to Bursa Malaysia website linking service so that the Company’s announcements made to Bursa Malaysia can be retrieved concurrently from both websites.
Investor Relations Contact:
Han Long Kong
Tel: 603-8738 3388 Fax: 603-8926 4023
This statement is prepared in compliance with the Main Market Listing Requirements and it is to be read together with the Corporate Governance Report 2019 of the Company which is available in Protasco Berhad’s website, www.protasco.com.my.