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JAYA TIASA HOLDINGS BERHAD
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overseeing the conduct of the Group’s business. The CEO is responsible for the day-to-day management
of the business and operations of the Group. He is supported by the Senior Management Team.
Management’s performance, under the leadership of the CEO, is assessed by the Board through the
business plans, corporate objective, financial statements, performance review report and operational
review report which are tabled to the Board for approval and/or adoption during each reporting period.
The Board is also kept informed of the Group’s performance based on the approved KPIs;
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ensuring the implementation of appropriate system to manage key risks. Through the Risk Management
Committee (“RMC”), the Board oversees the risk management of the Group. The RMC advises the Board
on key risks faced by the Group and the adequacy of compliance and control throughout the Group.
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ensuring that adequate support for continuity is in place in the absence of key executives;
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overseeing the development and implementation of a communication policy, including an investor
relations programme for the Company; and
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reviewing the adequacy and integrity of the Group’s internal control and management information system.
Details of the risk management and internal control system are set out in the Statement on Risk Management
and Internal Control of this Annual Report.
1.3 Code of Conduct
The Directors of the Company adhere to the Code of Ethics established by the Companies Commission of
Malaysia, which forms an integral part of the Company’s Board Charter. The Code of Ethics sets out the
principles in relation to transparency, integrity, accountability and corporate social responsibility.
In addition to the above, the Group’s Whistle-Blower Policy seeks to foster an environment where integrity
and ethical behaviour are maintained and any illegality, improper conduct and/or wrong doing in the Group
may be exposed. It allows the whistle-blower the opportunity to raise concern both inside and outside the
Management line. The identity of the whistle-blower is kept confidential and protection is accorded to the
whistle-blower against any form of reprisal.
1.4 Strategies Promoting Sustainability
Promoting sustainability and enhancing shareholder value are embedded in our business model that takes into
account market place, work place, environment and community, details of which are set out in the Corporate
Social Responsibility Statement on pages 17 to 20 of this Annual Report.
1.5 Access to Information and Advice
The Directors have unrestricted access to the Group’s Management and to all information pertaining to the
Group’s business and affairs whether as a full Board or in their individual capacity in furtherance of their
duties. The Directors also have the liberty to seek independent professional advice if so required by them at
the Company’s expense.
The agenda for each Board Meeting together with a full set of board papers are forwarded to each Director
for their perusal well in advance of the date of the Board Meeting to facilitate informed decision making and
effective discharge of the Board’s responsibilities. The Senior Management Staff are invited to attend the
Board and Board Committee Meetings to report on matters relating to their respective areas of responsibility
and also to provide detail or clarification on issue(s) that may be raised by any Director.
1.6 Company Secretary
All the Directors have direct access to the advice and services of the Company Secretary. The Company
Secretary is a member of the Malaysian Association of the Institute of Chartered Secretaries and Administrators
(MAICSA). She plays a supportive role by ensuring adherence to the Board policies and procedures from time
to time.
statement on corporate governance (cont’d)