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Corporate Governance

The Board of Directors ("the Board") of SALCON BERHAD ("Salcon") continues to uphold its commitment to the highest standard of corporate governance in managing the affairs of the Company and its subsidiaries ("the Group") guided by the Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (the "MCCG 2012"). This statement describes how the Group has applied the Principles and Recommendations of the MCCG 2012 throughout the financial year ended 31 December 2014. The reasons for non-observance of the Recommendations of 3.2 and 3.5 in the MCCG 2012 during the financial year under review are included in this Statement.

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Board Charter

The Board regards Corporate Governance as vitally important to the success of the business of the Group and are committed towards adhering to high standards of corporate governance as guided by the Malaysian Code on Corporate Governance 2012, the Listing Requirements of Bursa Malaysia, the Capital Markets and Services Act 2009 and the CA, in its effort to discharge its duties in ensuring an appropriate and sound governance system is implemented throughout the Group and to safeguard the interests of all stakeholders as well as to enhance shareholders' value.

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Board Charter Appendix

Code of Ethics & Conduct

The Company's Code of Ethics and Conduct ("Salcon Code") sets put the principles and standards of business ethics and conduct of the Group and this Salcon Code is to be observed by all employees, officers and directors of the Group.

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Whistleblowing Policy

To enhance corporate governance practices across the Group, a whistle-blowing policy was adopted which provides Directors, officers, employees and stakeholders of the Group with an avenue to report suspected improprieties such as illegal or unlawful conduct, contravention of the Group's policies and procedures, acts endangering the health or safety of any individual, public or employee, and any act of concealment of improprieties. The aim of this policy is to encourage the reporting of such matters in good faith, with the confidence that the person filing the report, to the extent possible, be protected from reprisal, victimisation, harassment or subsequent discrimination.

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Risk Management

The Group strives to apply the highest standards of risk management to minimize, monitor and control the probability or impact of unfortunate events and maximize the realization of opportunities.

The Risk Management Committee in Salcon is guided by the Integrated Risk Management Policy, which is in compliance with ISO 31000 and applies to all of our operations in the Group. The committee consists of 2 directors and 2 senior management personnel from non-Audit Departments who report to the board on risk management issues.

Guided under the Integrated Risk Management Policy & Audit Charter, the Risk Management Department will identify, analyze, evaluate, follow up and report on any non-compliance issues in the Group. We also commit to regular rotation of auditors for a neutral audit process and seek shareholders' approval to re-appoint the same audit firm to conduct the Group's accounts audit.

Risk management assessments will be conducted before starting a new project to analyze the potential risk factors and are submitted to the Board for consideration to facilitate the decision making process. The risk management scorecard is also being reviewed on a half-yearly basis by the Internal Audit & Risk Management Department.

Anti- Corruption

As part of Salcon's Code of Ethics & Conduct, Salcon employees are expected to maintain high ethical and professional standards in dealing with government officials and members of the private sector. The Company's funds, property or services must not be given, either directly or indirectly, to anyone in an improper effort to obtain or retain business for the Company or to obtain special or unusual treatment in connection with a business transaction. Upon joining to the company, all employees will be given a briefing on the Code of Ethics and Conduct of the company, which include all types of potential corruption and bribery activities.

Giving or receiving gifts or hospitality is often an important part of maintaining and developing business relationships. However, all gifts and hospitality should be for a genuine purpose, reasonable, given in the ordinary course of business and should comply with the local law.

All forms of bribery and corruption are prohibited. We will not tolerate any act of bribery and corruption. Any breach of law in relating to bribery could result in disciplinary action being taken and ultimately could result in dismissal. The Group remains politically neutral in our businesses & work environment and do not contribute to any political funds.

In order to monitor and prevent fraud and corruption in the company, a yearly risk assessment is conducted by the Internal Audit & Risk Management department based on the procedures stated in the Risk Management System. The risk assessment report will be submitted to the Audit Committee and Risk Management Committee for review. As at FYE 2015, neither the company nor any staff were fined or penalized for any corruption issues. The Company will continue to adopt the highest etiquette on anti-corruption to maintain zero penalty, fines or settlements in relation to corruption.