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JAYA TIASA HOLDINGS BERHAD
statemeNt on corporate governance (cont’d)
• 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.
• ensuring that adequate support for continuity is in place in the absence of key executives;
• overseeing the development and implementation of a communication policy, including an investor
relations programme for the Company; and
• reviewing the adequacy and integrity of the Group’s internal control and management information system.
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 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 sets out the internal channel/procedures for the whistle-blower 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 to enable them to
discharge their duties effectively. The Company Secretary, who is qualified and competent, plays a supportive
role to the Board by ensuring adherence to the Board policies and procedures and compliance with regulatory
and statutory requirements. She ensures that deliberations at Board and Board Committee meetings are
documented and subsequently communicated to the relevant Management for appropriate actions. The
Board is updated by the Company Secretary on the follow-up of its decisions and recommendations by the
Management.
1.7 Board Charter
The Board Charter sets out the roles and responsibilities of the Board and Board Committees, division of
responsibilities between the Board, Management, Chairman, CEO and Board Committees as well as processes
and procedures for meetings. It serves as a structured guide and primary induction document providing
prospective and existing Board Members insights into their fiduciary and leadership functions.
The Board Charter is available at the Company’s website at
