Statement on Corporate Governance
(continued)
1.0 CLEAR ROLES AND RESPONSIBILITIES (continued)
1.2 Roles and Responsibilities of the Board (continued)
(d) Capital Management and Financial Reporting
(i)
Monitor and review the capital and solvency
positions of the Group.
(ii) Approve quarterly reports, audited financial
statements and Annual Report.
(iii) Approve dividend policy and dividend payments.
(iv) Approve major financing arrangements.
(e) Risk Management, Audit and Compliance
(i)
Review major risks that the Group is likely to be
exposed to.
(ii) Review risk management resources, structures and
processes and consider and approve changes.
(iii) Approve risk management strategies.
(iv) Monitor compliance with all legal, tax and regulatory obligations.
(v) Review and ratify systems of risk management and internal compliance and controls, codes of conduct, continuous
disclosure, legal compliance and other significant corporate policies annually.
(vi) Review the effectiveness of NHR’s implementation of its risk management system.
(f) Board Processes and Policies
(i)
Decide the role and composition of board committees.
(ii) Approve delegated authorities.
(iii) Define and execute a policy dealing with conflicts of interest.
(iv) Define codes of conduct governing related-party transactions, dealings in securities by Directors and principal
officers, and insider trading policy.
(v) Approve policies dealing with Director’s liabilities, indemnities and insurance.
1.3 Code of Ethics and Code of Conduct
The Company’s Code of Ethics for Directors and employees govern the standards of ethics and good conduct expected
of Directors and employees, respectively. The Code of Ethics serves as a road map to guide actions and behaviours while
working for and/or dealing with the Company to maintain high standards of corporate governance and corporate behaviour
with the intention of achieving the following:-
• To establish a standard of ethical behaviour for Directors, Senior Management and employees of the Group based on
trustworthiness and values that can be accepted, are held or upheld by any one person; and
• To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for
administering a company.
All employees are required to read, understand, accept and abide by the terms of this code and all new staff are briefed on
the requirements of the code and provided with a copy of the Code of Conduct on the commencement of their employment
in the course of new employees’ induction programme.
The Code of Ethics for Directors includes principles relating to their duties, confidentiality of information, conflict of interest
(COI) and dealings in securities. For employees, the Code of Conduct covers all aspects of the Group’s business operations,
such as confidentiality of information, dealings in securities, protecting the Group’s assets and intellectual properties, COI,
gifts, gratuities or bribes, dishonest conduct and sexual harassment.
1.4 Strategies Promoting Sustainability
The Board promotes the application of sustainability practices throughout the Group, the benefits of which are believed to
translate into better corporate performance. A report on sustainability activities, demonstrating the Group’s commitment to
the environment, community, marketplace and workplace, appears in the Corporate Sustainability Statement of this Annual
Report.
16
Ni Hsin Resources Berhad
(653353-W)
Annual Report
2014
