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Corporate Governance - FSBM HOLDINGS BERHAD
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Corporate Governance
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We, in FSBM recognise corporate governance to be instrumental to our business integrity and to maintaining investors' trust in us. As such, it has always been our practice and commitment that the Group is managed responsibly with integrity, accountability and transparency.

The Board of Directors is committed to follow the highest standards of corporate goverrnance throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance the interests of all stakeholders. To this end, we act in support and accordance with the Malaysian Code on Corporate Governance.

In place are specific responsibilities discharged to the Audit Committee, Nomination Committee, Remuneration Committee, Risk Monitoring Committee and Executive Council Committee, governed under its defined terms of reference.

The Audit Committee, in addition to the duties and responsibilities set under its terms of reference, acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Group’s internal controls.

The Audit Committee, whose membership is made up entirely of independent directors, is required, amongst other things, to review the Company's results and financial statements, review the activity of the internal and external auditors and monitor compliance with statutory and listing requirements. The members, composition and terms of reference of the Audit Committee are laid down at the Report of the Audit Committee.

 

SUMMARY OF CODE OF CONDUCT

All employees are guided in our HR Policies and Procedures Handbook on the Code of Conduct that is to be observed and abided. The Code of Conduct seeks to ensure that staff conduct themselves ethically, without conflict of interest, diligently and appropriately in discharging their duties.

 

BOARD CHARTER

The purpose of the Board Charter is to ensure that all Board members are aware of their duties and responsibilities as Board members.

Corporate Objectives

The corporate objectives of FSBM are articulated through our vision, mission statements, and core values. The capital and resources of the Company will be allocated to those assets and activities which will enable the Company to achieve its goals in a manner best serving the interest of the Shareholders as a whole. The ultimate objective is to realise long term shareholder value.

Board Membership

The Board shall consist of qualified individuals with diverse professional background, skills, extensive experience and knowledge necessary to goven the Company and Group. This section details the Composition and Tenure of the Board, including the expectations, qualifications, compliance to regulatory requirements and the Articles of Association of the Company.

Duties and Responsibilities of the Board

This section sets out the duties and responsibilites of the Board.

Board Committees

The Board may from time to time establish Committees as is considered appropriate to assist the Board in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution its duties and responsibilities:

  • Audit Committee;
  • Nomination Committee;
  • Remuneration Committee
  • Risk Monitoring Committee; and
  • Executive Council Committee.

The Committees shall operate under clearly defined terms of reference and scope of work. The Committees are authorised by the Board to deal with and deliberate on matters delegated to them within their terms of reference. The Chairman of the respective Committees reports to the Board on the outcome of the Committee meetings.

Board Procedures

This section sets out details on the Board Meetings, Directors’ Remuneration, Directors’ Training and Code of Ethics and Conduct. The Directors are also guided in their access to information and independent professional advice, investor relations and shareholder communication, and role of the Company Secretary.

 

WHISTLEBLOWING POLICY

Policy Statement

The Whistleblowing Policy is to enable genuine and legitimate concerns on FSBM to be raised by employees, stakeholders, and members of the public. The Policy provides a platform for these concerns to be raised, investigated and appropriately acted upon.

Definition

A "whistleblower" generally refers to a person who informs someone in authority or the public about information which he reasonably believes discloses a dishonest, wrongful or illegal activity. Such persons generally will whistleblow to someone in authority who can look into and address the concern.

Whistleblowing Concerns

A whistleblowing complaint can be made if they are aware of any wrong doing, including, but not limited to the following concerns:

  • fraud
  • misappropriation of assets
  • sexual harassment
  • criminal breach of trust
  • corruption
  • questionable or improper accounting
  • misuse of confidential information
  • acts or omissions which are deemed to be against the interest of the FSBM Group, laws, regulations or public policies

However, complaints will not be accepted if they :

  • are made anonymously
  • contain false and malicious accusations
  • are defamatory
  • are made without any basis or supporting evidence

Only genuine concerns should be reported under the Policy. This report should be made in good faith with a reasonable belief that the information and any allegations in it are substantially true, and the report is not made for personal gain. Malicious and false allegations will be viewed seriously and treated as a gross misconduct, with the responsible parties subject to appropriate action, up to and including legal action and dismissal.

Confidentiality

The identity of the whistleblower will be kept confidential as guided by the law. However, their consent will be sought should there be a need to disclose their identity for investigation purposes. Please take note that any investigation may be negatively impacted if they do not provide their consent.

Procedures

The whistleblower should detail the concern in this manner

  • date and time of reports
  • details of whistleblower (name, contact details)
  • details of alleged person
  • details of the concern

The concern should be emailed to the Senior Independent Director: - Tan Sri Dato’ Seri Dr Zainul Ariff bin Haji Hussain

Email: This e-mail address is being protected from spam bots, you need JavaScript enabled to view it

 

 
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