CORPORATE GOVERNANCE

The Board of Directors (“Board”) places significant emphasis in ensuring that high standard of corporate governance practices is implemented throughput the Matang Berhad group of companies (“Matang “Group”) as essential part of discharging its responsibilities to safeguard and enhance shareholders’ interest and value and the financial performance of the Group.

The Board of Matang takes continuous steps to introduce and adopt refined policies and procedures and as well setting up the Group’s processes and systems in order to comply with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad and towards adhering to the principles and recommendations on corporate governance as set out in the Malaysian Code on Corporate Governance 2012 and 2017.

 

TERMS OF REFERENCE OF BOARD COMMITTEES

Audit Committee

The main function of our Audit Committee is to assist our Board in fulfilling its responsibility to oversee our Group’s accounting and financial reporting matters. The terms of reference of our Audit Committee include the following:

  • To review the engagement, compensation, performance, qualifications and independence of our external auditors, its conduct of the annual statutory audit of our financial statements, and the engagement of external auditors for all other services;
  • To review and approve our quarterly and annual financial statements for recommendation to our Board, focusing in particular on any changes in or implementation of major accounting policies and practices, significant and unusual events, significant adjustments arising from the audit, going concern assumption and compliance with accounting standards and other regulatory or legal requirements;
  • To review any related party transactions entered into by our Group and any conflict of interest situations that may arise within our Group; and
  • To perform such other functions as may be requested by our Board.

Remuneration Committee

The main function of our Remuneration Committee is to assist our Board in fulfilling its responsibility on matters relating to our Group’s compensation, bonuses, incentives and benefits. The terms of reference of our Remuneration Committee include the following:

  • To provide assistance to our Board in establishing the policy and framework for our Directors’ remuneration and the remuneration of certain senior management personnel, including
    the setting of their key performance indicators;
  • To ensure that our Group’s remuneration and incentive policies, practices and key performance indicators are appropriately established and are aligned with our Group’s vision, values and business objectives and market trends;
  • To provide assistance to our Board on matters relating to, amongst others, management grievances, compensation strategy, management development and other compensation arrangements;
  • To ensure corporate accountability and governance in respect of our Board remuneration and compensation; and
  • To perform such other functions as may be requested by our Board.

 

Nomination Committee

The terms of reference of our Nomination Committee include the following:

  • To assist our Board in the effective discharge of its responsibility to ensure that our Board is of an effective composition, size and commitment to adequately discharge its responsibilities and duties;
  • To ensure appropriate selection criteria and processes and to identify and recommend to our Board, candidates for directorships of our Company and members of the relevant Board committees;
  • To evaluate the effectiveness of our Board and the relevant Board committees; and
  • To ensure an appropriate framework and succession planning for our Board.

 

CODE OF CONDUCT AND ETHICS FOR DIRECTORS

 The Board of Matang is committed to conducting its business in accordance with the standards of business ethics and complying with the laws, rules and regulations. The Code of Conduct and Ethics for the Directors of the Group (“Code “) sets out the guiding principles that provide guidance on the standards of behaviour expected of all directors of the Company and Group.

Further details of the Code can be found in:  Matang Code of Conduct and Ethics for Directors

 

 WHISTLE BLOWING POLICY

Matang is committed to promoting and maintaining a high ethical standard of transparency and work ethics in the conduct of its business functions and activities. In line with that, the Board and the management of Matang envisage to maintain a workplace which practises and encourages good corporate governance and upholds integrity in all its operational activities and business dealings.  In that regards, the Board views whistle-blowing being one of the important platforms to help employees and stakeholders of Matang group of companies to report genuine concerns about any wrongdoings that they may have observed in Matang.

Further details of our Whistle Blowing Policy can be found in:  Matang’s Policy on Whistle Blowing