CORPORATE GOVERNANCE

  1. Financial Management

One of the main applications of corporate governance to small businesses is transparency of financial practices and controls placed on how transactions occur. To this end, the Company will provide quarterly reports, and allow key stakeholders access to view reports such as the business’s balance sheet, cash flow statements or profit-and-loss reports.

  1. Conflict of Interest

Board members, partners, owners and key executives have signed conflict-of-interest disclosure statements as part of the Company’s corporate governance. In addition, they should agree to abide by conflict-of-interest policies, such as disclosing outside business relationships with vendors, suppliers, clients and customers and personal or family relationships to these parties or job applicants.

  1. Hiring Practices

As part of good public relations, corporate social responsibility and meeting any state or federal hiring guidelines, we write and publicize hiring statements that assert the company’s commitment to fair hiring practices and non-discrimination.

  1. Lay solid foundations for management and oversight.

The Board is responsible for:

  • Oversight of the Company, including its control and accountability systems
  • Appointing and removing the Chief Executive Officer, Chief Financial Officer and senior management
  • Formulation of policy
  • Input into and final approval of management’s development of corporate strategy and performance objectives
  • Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance
  • Monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available
  • Approving and monitoring financial and other reporting
  • Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures
  • Approving credit facilities in excess of a defined amount
  • Updating and maintaining organisational rules and policies to keep in step with changes in the industry

This framework for management and oversight is designed to:

  • Enable the Board to provide strategic guidance for the Company and effective oversight of management
  • Clarify the respective roles and responsibilities of Board members and senior executives in order to facilitate Board and management accountability to both the Company and its shareholders
  • Ensure a balance of authority so that no single individual has unfettered powers

 

  1. Structure the Board to add value

The Group must ensure that there is a balance of independence, diversity of skills, knowledge, experience, perspective and gender among the Directors. It should have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The Board is structured in such a way that it:

  • Has a proper understanding of, and competence to deal with, the current and emerging issues of the business
  • Can effectively review and challenge the performance of management and exercise independent judgement
  1. Promote ethical and responsible decision-making

The Group must ensure that there is a balance of independence, diversity of skills, knowledge, experience, perspective and gender among the Directors. It should have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The Board is structured in such a way that it:

  • Has a proper understanding of, and competence to deal with, the current and emerging issues of the business
  • Can effectively review and challenge the performance of management and exercise independent judgement
  1. Safeguard integrity in financial reporting

The Board has a structure in place to independently verify and safeguard the integrity of the holding company’s financial reporting.

The existence of an independent audit committee is recognised internationally as an important feature of good corporate governance.

  1. Make timely and balanced disclosure

The Board shall promote timely and balanced disclosure of all material matters concerning the Company. To achieve this the Company has put in place structures designed to ensure compliance with the relevant legislation and to ensure accountability at a senior management level for that compliance, such that:

  • All investors have equal and timely access to material information concerning the Company – including its financial situation, performance, ownership and governance
  • Company announcements are factual and presented in a clear and balanced way. ‘Balance’ requires disclosure of both positive and negative information
  1. Respect the rights of shareholders

The Board respects the rights of shareholders and facilitates the effective exercise of those rights. To this end, the Board has a responsibility, for ensuring that a satisfactory dialogue with shareholders takes place. In furtherance of this responsibility the Board empowers the shareholders by:

  • Communicating effectively with them
  • Giving them ready access to balanced and understandable information about the Bank
  • Making it easy for them to participate in general meetings
  1. Recognise and manage risk

The Board has a responsibility to review the adequacy and effectiveness of the bank’s risk management strategies and review and approve the Bank’s risk management framework. To achieve this, the Group has developed an enterprise risk management policy and a risk appetite statement that governs the manner in which risk is managed in the Group. Some of the criterias include :

  • The Company’s risk appetite framework, tolerance, limits and mandates, taking into account the Company’s capital adequacy and the external risk environment
  • Strategic or material transactions, focusing on risk and implications for the risk appetite and tolerance of the Company
  • Oversight and maintenance of a supportive risk culture throughout the Company
  • Risk assessment, including risk assessment processes, identifying and managing risk and monitoring and understanding the risk profile of the Company
  • Risk monitoring and reporting, including adequacy and effectiveness of the technology infrastructure
  • Risk management function
  1. Encourage enhanced performance

The Board is committed to encouraging enhanced Board and management effectiveness through periodic performance evaluations and reviews. The Board also ensures that Directors and key executives are equipped with the knowledge and information they need to discharge their responsibilities effectively.

Management is required to supply the Board with information in a form, time frame and quality that will enable the Board to discharge its duties and responsibilities. When needed, the Board has access to the advice of both in-house counsel, the Company’s external counsel and other independent professional advice, if necessary.

  1. Remunerate fairly and responsibly

The Board shall ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined. To achieve this, the Company has adopted remuneration policies that attract and maintain talented and motivated employees so as to encourage enhanced performance of the Company. It is important that there is a clear relationship between performance and remuneration. The Company has designed its remuneration policy in such a way that it:

  • Motivates management to pursue the long-term growth and success of the Bank within an appropriate control framework
  • Demonstrates a clear relationship between key executive performance and remuneration
  1. Recognise the legitimate interests of stakeholders

In addition to its obligation to its stakeholders, the Company has other obligations to non-shareholders such as employees, customers and the community as a whole.

The Board has a responsibility to set the tone and standards with respect to the corporate social responsibility of the Company and to oversee adherence to these. The Group’s ethics and operating principles, which state the value and policies of the Company assists the Board in this task and acts as a guide for employees and management in conducting business and general behaviour.

Message From The Board of Directors

Dear Employees and Business Associates,

Richwood Ventures Berhad (“the Company”) and its Board does not tolerate and against all forms of bribery and corruption practices within the business activities. This position also auger well into Malaysia government plans to eradicate corruption in the commercial organizations.

The objective of the ABAC policy is to provide information and guidance to the Directors, Employees and Business Associates on standards of behaviour to which they must adhere to, recognise as well as deal with bribery and corruption.

The ABAC policy is not intended to be exhaustive, and there may be additional obligations that the Directors, Employees and Business Associates are expected to adhere to or comply with when performing their duties.

We emphasized that the Directors, Employees and Business Associates shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties. Failing to comply, we may be confronted with dismissal, fines and imprisonment.

Thank you.

Yours sincerely,

Richwood Ventures Berhad

201901018812(132141-P)