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Corporate Governance & Policy
Corporate Governance Statement
The Board of Directors of Prestariang Berhad ("the Company") recognises the importance of maintaining the highest standards of corporate governance and best practices in the business and affairs of the Company and the Group.
The Board, Management and employees of the Group affirm their commitment in ensuring that the Group is at the fore front of good governance and in adherence to the Principles and Recommendations encompass in the Malaysian Code on Corporate Governance 2017 ("the Code"). The Code serves as a fundamental guide to the Board in discharging its principal duty to act in the best interest of the Company and the Group, and managing the business and affairs of both the Company and the Group efficiently and effectively while safeguarding and enhancing shareholders' value.
The Board views the corporate governance as synonymous with the four (4) prerequisites of a responsible corporate citizen, namely transparency, accountability, integrity and corporate performance. In recognition of the Company and Group's efforts, the Company continues to be listed in FTSE4Good Bursa Malaysia Index which is the Environmental & Social Governance Index (ESG) introduced by Bursa Malaysia to measure listed companies' responsibility in environmental, social and corporate governance. It is a collaboration with Financial Times Stock Exchange (FTSE) as part of the globally benchmarked FTSE4Good Index Series and is aligned with other leading global Environmental, Social & Governance frameworks such as the Global Reporting Initiative and the Carbon Disclosure Project.
The Board is pleased to share the following statement which indicates the Principles and Recommendations of the Code, in all material respect, have been adhered to and complied by the Company during the financial year ended 31 December 2016.
The Board Charter ("Charter") has been developed to highlight Prestariang Berhad's ("Company") Board of Directors' ("Board") commitment to corporate governance. The Charter governs how the Company and its subsidiaries (collectively "Group") conduct its affairs.
The Charter adopts the current 'best-practices', applicable rules and regulations, processes and procedures to guide the Board in the discharge of its duties and functions. This Charter will serve as a reference and benchmark to facilitate regular assessment of the Board's performance.
Remuneration Committee carry delegated responsibilities by the Board Committees. The main objective of the Remuneration Committee is to assist the Board of Directors in ensuring that it has a competitive remuneration package to attract and retain directors and senior management staff (both present and potential future) needed to run the Company.
The Remuneration Committee has defined the terms of reference. Please click here to read further.
Woman on Board
Prestariang Berhad's ("Company") Board of Directors' ("Board") acknowledges the importance of diversity as one of the element of good corporate governance. Prestariang has taken steps to ensure that women candidates are being sought as part of its recruitment exercise, which can equally meet the Company goals and target.
Whistle Blowing Policy and Grievance Procedures
The Company's Code of Conduct ("the Conduct Code") also contains policies and guidelines relating to the standards and ethics that all employees are expected to observe and obey for the purpose of regulating an orderly business environment in the Company. This policy is to express that the Company views of certain acts by the employees very seriously especially if these could jeopardize the Company's image, create discord amongst employees, and / or endanger employees' interest. This extends to our activities and operations to meet our social responsibilities and environmental preservation obligations.
With this in mind, the Company is also committed to highest standards of openness, probity, accountability and transparency to create a mechanism to enable staff and other members of the Company to voice concern in a responsible and effective manner. Therefore the Conduct Code also explicitly addresses the Whistle Blowing, Sexual Harassment and Grievance policy and procedure
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Good Risk Management
At Prestariang, sustainable governance processes are integral to sustainable operations. The adoption of best practices and common standards throughout our business chains includes on the awareness of risk management.
The disclosure of risk management and internal control among Malaysian public-listed companies increases each year to ensure accurate and timely disclosure of material information to investors. Risk management and internal control are integrated into management processes and embedded in all day to day business activities of the Group.
The Management Team is expected to provide assurance to the Board of Directors that the Group's risk management and internal control systems are operating adequately and effectively based on the risk management framework adopted by the Group.
Prestariang outsourced the Company's internal audit function and reporting to KPMG Management & Risk Consulting Sdn. Bhd. (KPMG MRC). KPMG MRC reports independently and directly to the Audit Committee in respect of the internal audit function.
Commitment to Workplace Health Safety & Environment
Our emphasis on Health, Safety & Environment (HSE) are cascaded to our employees via a vigorous safety and health management program. This HSE Policy has created an ideal workplace where safety and health risks as well as environmental concerns are identified, assessed and controlled or minimised if not eliminated.
Throughout 2016, various HSE programs and initiatives were implemented which included documentation of safe work procedures, briefings and trainings, emergency preparedness and response, wellness activities, management of contractors and incident reporting and investigation.
HSE meetings, Workplace Inspections and HSE Audits are conducted and reports are generated to monitor and evaluate the effectiveness of our programs.
Opportunities for improvement are discussed and where applicable, implemented to minimise the safety and health risks and environmental impact.
Embracing Globally Recognised Corporate Responsibility Standards
In 2014, Prestariang was proudly selected to become among the early pioneer companies within the Malaysian market to address relevant corporate responsibility risks in the FTSE4Good Bursa Malaysia Index. The FTSE4Good Bursa Malaysia Index is designed to measure the performance of companies demonstrating good ESG (Environment, Social and Corporate Governance) practices.
In December 2017 ratings, we achieved an Absolute Score of 3.9 (2016: 4.4, 2015: 3.0). The ICB Supersector Relative Percentile Score was 83 (2016: 98, 2015: 64). We had an increase rating on our Social Pillar, in which will encourage us to do more. The FTSE4Good breakdowns consist of Pillar and Thematic Exposures and Scores that are applied to each company's unique circumstances and results are tabulated to achieve the overall score.
Although, we have dropped in our overall ratings, Prestariang is determined to improve in year 2018. Nevertheless, we thank our stakeholders for their feedback during our external and internal engagement to improve our business conduct, knowledge level, attitude and behaviour.
Prestariang is also a constituent of:
FTSE Bursa Malaysia Emas Shariah Index
FTSE Bursa Malaysia Small Cap Shariah Index
In addition to this, the Malaysia - ASEAN Corporate Governance 2017 reported by Minority Shareholder Watchdog Group Malaysia (MSWG) that Prestariang Berhad has maintained its ranking within the Top 100 Companies with Good Disclosure.
Prestariang has also maintained its ranking with the top 100 Companies for Overall Corporate Governance & Performance.