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Statement on Corporate Governance

Pursuant to Paragraph 15.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

Malayan Flour Mills Berhad (“the Company”) remains committed in ensuring the practice of good corporate governance in the conduct of the businesses and affairs of the Company and its subsidiaries (“the Group”). Integrity, transparency and professionalism are key components for the Group’s continued growth and success. The Board of Directors (“the Board”) is unreservedly committed to applying the principles necessary to ensure that highest standards of corporate governance and corporate conduct are adhered to throughout the Group in the interest of the stakeholders.

The Board views the maintenance of good corporate governance, by being ethical and sustainable, as a continuous process to be successful. The Board makes adjustments as may be appropriate with the ultimate objective of continuously enhancing the business processes, stakeholder value and increasing the confi dence of the investors and customers.

This statement describes the approaches that the Group has taken with respect to the principles and recommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) for the fi nancial year ended 31 December 2015.

BOARD OF DIRECTORS

Roles and Responsibilities of the Board
The Board is responsible for the oversight and overall management of the Group by providing guidance and direction to the management with regards to the sustainability, strategic planning, risk management, succession planning, fi nancial and operations to meet the expectations and obligations to the shareholders and various stakeholders.

Amongst the key responsibilities of the Board are as follows:

  • Review and approve short and medium terms strategic plans
  • Monitor the progress of the Group’s business to evaluate whether the businesses are properly managed to achieve its targeted returns and sustainability
  • Establish goals for management and monitor the achievement of these goals
  • Identify principal business risks faced by the Group and ensure the implementation of appropriate internal controls and mitigating measures to address the risks
  • Review the adequacy of the internal control systems
  • Review succession and human resource plans
  • Consider management’s recommendations on key issues including investments, acquisitions, funding and significant capital expenditure

The roles and functions of the Board including the executive and non-executive Directors are clearly defined in the Board Charter which regulates how business is to be conducted by the Board in accordance with the principles of good Corporate Governance. The Board Charter was last reviewed in 2014 to reflect the changes in the composition of the Board, Listing Requirements, Articles of Association, Terms of Reference of Board Committee as well as to enhance the Charter. The Board Charter is available on the Company’s website at www.mfm.com.my.

The Board delegates the day-to-day management of the Group to the Managing Director who further cascades the delegation to the management team. Both the Managing Director and management team remain accountable to the Board for the authority delegated to them and brief the Board on the operational progress and financial results on a quarterly basis.

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Statement on Corporate Governance.pdf