• Sunday , 27 September 2020

Corporate Governance Statement

The Board of Eversendai Corporation Berhad (the “Board”) is committed to upholding the practices of good corporate governance throughout Eversendai as prescribed in the Malaysian Code on Corporate Governance 2017 (the “Code”). The Board believes good corporate governance supports the enhancement of shareholders’ value and sustainable growth. The Board is pleased to share the manner in which the Principles of the Code have been applied within Eversendai in respect of the financial year ended 31 December 2019 and the extent to which the Company has complied with the recommendations of the Code during the financial year ended 31 December 2019 except where otherwise stated.

BOARD OF DIRECTORS

1.1 Composition and Size  of Board

There are six (6) members on the Board, comprising the Executive Chairman (who is also the Group Managing Director), two (2) Executive Directors and three (3) Independent Non-Executive Directors.

1.2 Board Balance

The Board comprise members with diverse professional backgrounds, skills, extensive experience and knowledge in the areas of engineering, steel fabrication, information technology, finance, business, general management and strategy required for the successful direction of Eversendai.

The Board is of the view that it has the right mix of individual qualities to fulfill its role. With its diversity of skills, the Board has been able to provide clear and effective collective leadership to Eversendai and has brought informed and independent judgement to Eversendai’s strategy and performance so as to ensure that the highest standards of conduct and integrity are always at the core of Eversendai. None of the Independent Non-Executive Directors participate in the day-to-day management of Eversendai.

The presence of the Independent Non-Executive Directors is essential in providing unbiased and independent opinions, advice and decisions to ensure that the interests, not only of Eversendai, but also of shareholders, employees, customers, suppliers and other communities in which Eversendai conducts its business are well represented and considered.

Encik Mohammad Nizar Bin Idris is the Senior Independent Non-Executive Director, to whom affairs of  Eversendai may be conveyed.

The Code recommends that there should be clear division of responsibilities at the head of the company to ensure proper balance of power and authority.

Although the roles of the Chairman of the Board and the Group Managing Director are combined, the Board is of the view that there is a strong independent element on the Board and that there are adequate measures and controls to ensure balance of power and authority, so that no individual has unfettered powers of decision. The more significant measures and controls are summarised below.

All Executive and Non-Executive Directors have unrestricted and timely access to all relevant information necessary for informed decision-making. The Executive Chairman encourages participation and deliberation by Board members to tap their collective wisdom and to promote consensus building as much as possible.

Matters which are reserved for the Board’s approval and delegation of powers to the Board Committees, the Group Managing Director, the Chief Executive Officers and the Management are expressly set out in an approved framework on limits of authority. Business affairs of Eversendai are governed by Eversendai’s Discretionary Authority Limits and manuals on policies and procedures. Any non-compliance issues are brought to the attention of the Management, Audit Committee and/or the Board, for effective supervisory decision-making and proper governance.

As Eversendai is expanding and its business growing, the division of authority is constantly reviewed to ensure that Management’s efficiency and performance remain at its level best.

1.3 Board Roles and Responsibilities

The Board has adopted a Charter, which sets out, amongst others, the Board’s strategic intent and outlines the Board’s roles and responsibilities. It is a source of reference and primary induction literature for existing and prospective members of the Board. It also sets out the Code of Ethics and Conduct that the members of the Board must observe in the performance of their duties. The Board Charter is subject to review periodically. Details of the Board Charter is available online in the Governance and Responsibility section at www.eversendai.com.

The Board is collectively responsible for the success of Eversendai. The Board’s roles and responsibilities include without limitation to the following:

  • Reviewing and adopting strategic business plans for Eversendai’s effective business performance. In setting Eversendai’s strategic business plans, the Board relies on the reports provided by the Group Managing Director who oversees the entire business and operations of Eversendai;
    Overseeing the conduct of Eversendai’s business to evaluate whether the business is being effectively managed. At each Board meeting, the Group Managing Director will brief the Directors on the current operations, issues faced and plans of Eversendai in order for the Board to be kept abreast on the conduct, business activities and development of Eversendai;
    Identifying principal risks and ensuring the implementation of appropriate systems to effectively manage and monitor identified risks;
  • Reviewing the adequacy and effectiveness of the Group’s risk management and internal control system which is embedded in all aspects of the Group’s activities, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
  • Developing corporate objectives, policies and strategies; and
  • Ensuring corporate accountability to the shareholders primarily through adopting an effective shareholder communications strategy, spearheaded by the Group Managing Director through effective participation at general meetings. The Board subscribes to high standards of transparency and accountability in the disclosure of information to its shareholders as well as to potential investors and the public. Eversendai Corporation Berhad uses various channels for effective communication with the shareholders and other stakeholders including releasing timely announcements and disclosures to Bursa Malaysia Securities Berhad, conduct of general meetings and update information available at the Company’s website at www.eversendai.com.

The Board is guided by its Board Charter and Code of Conduct for Directors which clearly sets out the Board’s strategic intent, roles and responsibilities in discharging its fiduciary and leadership functions, and the standard of conduct expected of Directors respectively.

In discharging the Board’s duties and responsibilities, the Board has delegated certain duties and responsibilities to the following Board Committees:

a) Audit Committee;
b) Risk Management Committee;
c) Nominating Committee; and
d) Remuneration Committee.

The Chairman of each Board Committee will report to the Board on issues deliberated at each committee meeting.

1.4 Appointments to the Board

The Nominating Committee comprising three (3) Independent Directors makes independent recommendations for appointments to the Board. In making these recommendations, the Nominating Committee assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, gender diversity, competencies and other qualities, before recommending them to the Board for appointment.

1.5 Re-election of Directors

The Company’s Articles provide that one-third (1/3) of the Directors are subject to retirement by rotation at every Annual General Meeting but are eligible for re-election provided that all Directors shall retire from office at least once in three (3) years.

1.6 Assessment of Performance

The Board has an on-going responsibility of assessing the Directors. Upon the completion of every financial year, the Nominating Committee undertakes a Board Assessment and Evaluation process to assess the effectiveness of the Board in discharging its duties and responsibilities effectively and efficiently.

The Board Assessment and Evaluation is primarily based on answers to a detailed questionnaire prepared internally by Eversendai’s Legal and Secretarial Department taking into account applicable best practices. The assessment questionnaire is distributed to all the respective Board members and covers topics which include, amongst others, the responsibilities of the Board in relation to strategic planning, risk management, performance management, financial reporting, audit and internal process, human capital management, corporate social responsibility, communication, corporate governance, and shareholders’ interest and value.

Other areas being assessed include Board composition and size, the contribution of each member of the Board at meetings, the Board’s decision-making and output, information and support rendered to the Board as well as meeting arrangements.

Actionable improvement programmes will be identified, upon review of the results of the Board and committee assessment by the Nominating Committee and the Board. Such programmes may include training needs of individual Directors.

1.7 Directors’ Independence and Tenure

The Board takes cognizance of Practice 4.2 of the Code that the tenure of an independent director should not exceed a cumulative term limit of 9 years. Although a longer tenure of directorship may be perceived to influence a director’s independence, the Board is of the view that the ability of long serving independent directors to remain independent and to discharge their duties with integrity and competency should not be measured solely by tenure of service.

The Board seeks to strike an appropriate balance between tenure of service, continuity of experience and refreshment of the Board. Such refreshment process of the Board will take some time and cannot happen overnight in order to maintain stability to the Board. Furthermore, the Company benefits from such directors who have, over time, gained valuable insights into Eversendai, its market and the industry.

Independent Directors are subject to an independence assessment by the Nominating Committee and the Board during assessment for appointment and on an annual basis. Under the evaluation process, each Independent Director will perform a self-review of his or her independence by completing a declaration form with questions drawn from the requirements imposed by the various authorities. In this respect, the Board had adopted the same criteria used in the definition of “independent directors” prescribed by the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), including the tenure prescribed by the Code. The declaration form will be submitted to the Nominating Committee for evaluation. The Nominating Committee will evaluate the independence of the Independent Directors based on the criteria approved by the Board and submit its findings to the Board for deliberation.

Each Independent Director has undertaken to notify the Board of any changes to the circumstances or development of any new interest or relationship that would affect their independence as an independent director of the Company.

To-date, one (1) Senior Independent Non-Executive Director, namely Mohammad Nizar Bin Idris, have served the Board for more than nine (9) years. Mohammad Nizar Bin Idris had completed his 9-year tenure on 1 June 2019 and would be recommended by the Board to be retained as Senior Independent Non-Executive Director, subject to the approval of shareholders at the forthcoming AGM.

1.8 Fostering  Commitment 

In compliance with the MMLR, each member of the Board holds not more than five directorships in public listed companies to enable the Directors to discharge their duties effectively by ensuring that their commitment, resources and time are focused on the affairs of the Company.

The Directors have been informed of the expectations of time commitment during their appointments to the Board. This takes the form of the number of Board and Board Committee meetings scheduled to be held in a financial year. All the Directors are aware of their responsibilities and are required to devote sufficient time to discharge their duties and responsibilities, which includes attendance at meetings of the Board, Board Committees and General Meetings, preparatory work ahead of such meetings, keeping abreast of relevant business developments and legislations, contribution to the strategic development of the business, providing counsel and guidance to the Management team and meeting with professional advisers and independent auditors, where necessary.

The Directors’ commitment is evidenced by their attendance and input at all Board and Board Committee meetings. The Board is thus satisfied with the level of time commitment by each of the Directors towards fulfilling their roles on the Board and Board Committees.

1.9 Board Meetings

The Board meets quarterly with additional meetings convened as and when the Board’s approval and guidance is required. Upon consultation with the Chairman and Group Managing Director, due notice shall be given of proposed dates of meetings during the financial year and agenda and matters to be tabled to the Board.

Four (4) Board meetings were held during the financial year ended 31 December 2019 and the details of attendance of each Director are as follows:

Director Designation Number of Meetings Attended
Tan Sri Dato’ Nathan A/L

Elumalay

Executive Chairman & Group

Managing Director

4 of 4
Narla Srinivasa Rao Executive Director & Chief Operating Officer, Group Structural Steel & Construction 4 of 4
Narishnath A/L Nathan Executive Director & Chief Executive Officer, Energy 4 of 4
Mohammad Nizar Bin Idris Senior Independent Non-Executive

Director

4 of 4
Datuk Ng Seing Liong* Independent Non-Executive Director 2 of 4
Datuk Iskandar Bin Sarudin Independent Non-Executive Director 4 of 4
Nazariah Binti Ibrahim** Independent Non-Executive Director

* Datuk Ng Seing Liong retired as Independent Non-Executive Director of Eversendai Corporation Berhad on 29 May 2019 and did not seek for re-election.
** Nazariah Binti Ibrahim was appointed as Independent Non-Executive Director of Eversendai Corporation Berhad on 30 December 2019.

1.10 Supply of Information

The Board is supplied with and assured of full and timely access to all relevant information to honour its duties effectively. A set of Board papers (together with a detailed agenda in the case of a meeting) is furnished to the Board members in advance of each Board meeting or Directors’ Circular Resolution for consideration, guidance and, where required, for decisions.

In addition to updated board meeting papers and reports, the Board is also furnished with ad-hoc reports to ensure that they are appraised on key business, financial, operational, corporate, legal, regulatory and industry matters, as and when the need arises.

The Directors also have direct access to the advice and services of the Group Internal Audit Department and Company Secretary in addition to other members of Senior Management. The Board is constantly advised and updated on statutory and regulatory requirements pertaining to their duties and responsibilities. The Board may, at Eversendai’s expense, seek external and independent professional advice and assistance from experts in furtherance of their duties.

1.11 Company Secretary

The Board is supported by a qualified, experienced and competent Company Secretary. The Company Secretary plays an important advisory role to the Board and takes charge of ensuring overall compliance with the MMLR and Companies Act 2016, and other relevant laws and regulations.

The Company Secretary also:

  • Provides support to the Board in fulfilling its fiduciary duties and leadership role in shaping the corporate governance (“CG”) of Eversendai Corporation Berhad;
  • Ensures that all appointments to the Board and Committees are properly made;
  • Maintains records for the purposes of meeting statutory obligations;
  • Ensures that obligations arising from the MMLR or other regulatory requirements are met; and
  • Facilitates the provision of information as may be requested by the Directors from time to time.

1.12 Directors’  Remuneration

The objectives of Eversendai’s policy on Directors’ remuneration are to attract and retain Directors of the caliber needed to run Eversendai successfully. In Eversendai Corporation Berhad, the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual performance. In the case of Independent Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the Independent Non-Executive Directors.

Remuneration Procedures
The Remuneration Committee recommends to the Board the policy and framework of the Directors’ remuneration and the remuneration package for the Executive Directors. In recommending Eversendai’s remuneration policy, the Remuneration Committee may receive advice from external consultants. It is nevertheless the ultimate responsibility of the Board to approve the remuneration of these Directors.

The determination of the remuneration packages of Independent Non-Executive Directors (whether in addition to, or in lieu of, their fees as Directors), is a matter for the Board as a whole. Individual Directors do not participate in decisions regarding their own remuneration packages.

Directors’ remuneration for Eversendai is determined at levels which enable Eversendai to attract and retain Directors with the relevant experience and expertise to manage Eversendai effectively.

1.13 Directors’ Training

The Board is always encouraged to attend seminars, conferences and briefings in order to enhance its skills and knowledge and to keep abreast of the latest developments in the industry and marketplace.

Orientation and familiarisation programmes which include visits to Eversendai’s business operations and meetings with key management are, where appropriate, organised for newly-appointed Directors to facilitate their understanding of Eversendai’s operations and businesses. Regular talks are scheduled on various topics for the Board and these sessions are held together with Senior Management in order to encourage open discussion and comments.

Directors evaluate their training needs on a continuous basis, by determining areas that would best strengthen their contributions to the Board. Regular briefings/updates (some by external advisers) on various subjects including the following are held at Board meetings:

  • Market and industry;
  • Regulatory and legal developments;
  • Information on significant changes in business risks and procedures instituted to mitigate such risks;
  • Corporate matters or new acquisitions by Eversendai; and
  • New developments in law, regulations and Directors’ duties and obligations.

During the financial year under review, the Directors participated in various programmes to enhance their understanding of specific industry and market issues and trends to improve their effectiveness in the boardroom. These sessions have also been attended by invited members of the senior leadership team, with the objective to improve board management dynamics.

2 BOARD COMMITTEES

The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference. These Committees have the authority to examine issues and report to the Board with their proceedings and deliberations. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations to the Board for its approval.

During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and recommendations made at the respective Committee meetings and highlight to the Board any further deliberation that is required at Board level. These Committee reports and deliberations are incorporated into the minutes of the Committees and Board meetings.

2.1 Nominating Committee

The Nominating Committee of the Board consists of the following Independent Non-Executive Directors:

  • Mohammad Nizar Bin Idris (Senior Independent Non-Executive Director and Chairman of the Nominating Committee);
  • Nazariah Binti Ibrahim (Independent Non-Executive Director); and
  • Datuk Iskandar Bin Sarudin (Independent Non-Executive Director).

The Nominating Committee has been entrusted with the responsibility of proposing and recommending new nominees to the Board and the Board Committees as well as assessing Directors on an on-going basis.

The functions of the Nominating Committee include:

  • formulating the nomination, selection and succession policies for members of the Board and Board Committees; and
  • reviewing and recommending to the Board:
  • i. the optimum size of the Board;
  • ii. the required mix of skills, knowledge, expertise, experience and other qualities, including core competencies of Non-Executive Directors; and
  • iii. appointment to, and membership of, other Board committees.

In addition, the Nominating Committee has the function of assessing:

  • the transparency of procedures for proposing new nominees to the Board and Committees of the Board;
  • the effectiveness of the Board as a whole and the contribution of each individual Director and Board Committee member; and
  • whether the investments of the minority shareholders are fairly reflected through Board representation.

The Nominating Committee meets as and when necessary and can also make decisions by way of circular resolutions. The Nominating Committee had, for the financial year, reviewed and deliberated on the proposed re-nomination of the directors who are retiring at the Seventeenth Annual General Meeting of the Company.

2.2 Remuneration Committee

The Remuneration Committee of the Board consists of the following Directors:

  • Datuk Iskandar Bin Sarudin (Independent Non-Executive Director and Chairman of the Remuneration Committee); and
  • Mohammad Nizar Bin Idris (Senior Independent Non-Executive Director).

The Remuneration Committee is entrusted with the following responsibilities:

  • Recommending to the Board the policy and framework for Directors’ remuneration as well as the remuneration and terms of service of the Executive Directors;
  • Evaluating the performance and reward of the Executive Directors, including ensuring performance targets are established to achieve alignment with the interests of shareholders of the Company, with an appropriate balance between long and short-term goals;
  • Designing and implementing an evaluation procedure for Executive Directors; and
  • Reviewing, on a yearly basis, the individual remuneration packages of Executive Directors and making appropriate recommendations to the Board.

The Remuneration Committee meets as and when necessary and can also make decisions by way of circular resolutions. The Remuneration Committee had, for the financial year, reviewed the remuneration packages of the Executive Directors of the Company.

2.3 Audit Committee

The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the Audit Committee Report which can be found in the Company’s Annual Report.

2.4 Risk Management Committee

The Risk Management Committee of the Board consists of the following Independent Non-Executive Directors:

  • Mohammad Nizar Bin Idris (Senior Independent Non-Executive Director and Chairman of the Risk Management Committee);
  • Nazariah Binti Ibrahim (Independent Non-Executive Director); and
  • Datuk Iskandar Bin Sarudin (Independent Non-Executive Director).

The functions of the Risk Management Committee include:

  • Evaluating the effectiveness of the internal control system and risk management framework adopted within Eversendai and to be satisfied that the methodology employed allows identification, analysis, assessment, monitoring and communication of risks in a regular and timely manner that will allow Eversendai to mitigate losses and maximise opportunities;
  • Recommending to the Board steps to improve the system of internal control derived from proposed internal control through the identified potential risk by the Risk Management Sub-Committee;
  • Undertaking reviews of the consolidated risk register of major subsidiaries and associates within Eversendai to identify significant risks and whether these are adequately managed;
  • Ensuring that the Board receives adequate and appropriate information including the annual risk report for decision making and review respectively;
  • Commissioning where required, special projects to investigate, develop or report on specific aspects of the risk management processes of the Company; and
  • Reviewing and proposing the Company’s risk appetite and its acceptable tolerance level annually.

3 ACCOUNTABILITY AND AUDIT

3.1 Promoting Sustainability

The Board is devoted to promoting a sustainable business by recognising the importance of environmental, social and governance aspects on Eversendai’s businesses. These include working within the law and community to be innovative and demonstrate efforts to meet the requirements of various stakeholders.

Details on Eversendai’s sustainability activities are set out on the Company’s Annual Report.

3.2 Code of Conduct

Eversendai’s ethical framework to guide actions and behaviours of all relevant stakeholders (inclusive of the Board) is outlined in the Code of Conduct, Anti-Bribery and Corruption Policy, Whistleblower Policy and Policies and Procedures for the management of Human Resources, Finance, Procurement, Operations, Health, Safety and Environment.

3.3 Conflict of Interest Situtations

The Board is mindful on the probability of potential conflict of interest situations involving the Directors and the Company and guarantees its responsibility to making sure that such aspects of conflicts are avoided. It has been the practice of the Company to require that members of the Board make a declaration at the Board meeting in the event that they have interests in proposals being considered by the Board, including where such interest arises through close family members, in line with various statutory requirements on the disclosure of Director’s interest. In all situations where the Directors could be deemed as interested, they would abstain from deliberation and discussion or decisions on matters in which they have a conflicting interest. The minutes of meeting would also reflect as such.

3.4 Whistleblower Policy

Eversendai Corporation Berhad calls for the highest standards of integrity from all its employees and stakeholders. Eversendai views seriously any wrongdoing on the part of any of its relevant stakeholders, especially with regard to their obligations to Eversendai’s interests.

The Whistleblowing avenue is made available to help all relevant stakeholders to raise concerns, without fear of retaliation, or any detrimental action.

Relevant stakeholders can report any misconduct if they are aware, including, but not limited to the following:

  • fraud;
  • misappropriation of assets;
  • sexual harassment;
  • criminal breach of trust;
  • illicit and corrupt practices;
  • questionable or improper accounting;
  • misuse of confidential information;
  • acts or omissions which are deemed to be against the interest of the Company, laws, regulations or public policies;
  • giving false or misleading information (including suppression of any material facts or information);
  • breaches of Group Policies and Code of Conduct; or
  • the deliberate concealment of any of the above matter or other acts of misconduct.

Procedures
Protected disclosures shall be submitted with a covering letter bearing the identity of the whistleblower to the Head of Company and the Group Managing Director who will discuss with the Board and if deemed fit shall detach the covering letter and forward the protected disclosure to the Head of Human Resource Management for investigation and report within 30 days to the Board.

Protection
The Company recognises that the decision to report a concern can be a difficult one to make. The identity of the Whistleblowers shall be kept confidential to the extent possible and permitted under law. However, if the need arises for the matter to be taken up in court, the Whistleblower should be willing to present himself/herself to court and furnish details of the malpractices highlighted by him/her.

3.5 Financial Reporting and Compliance

The Board is committed to providing a clear, balanced and comprehensive account on the financial performance and position of Eversendai through quarterly and yearly announcements of its results as well as through its comprehensive annual report.

Company law requires the Directors to prepare financial statements for each financial year which gives a true and fair view of the state of affairs of the Company and of Eversendai and of the results and cash flows of the Company and Eversendai for that period.

In preparing the financial statements, the Directors have applied suitable accounting policies consistently. The Directors have also ensured that all applicable accounting standards have been followed in the preparation of the financial statements.

3.6 Internal Control

The Board is responsible for establishing and maintaining a sound internal control system to mitigate any significant risk to the company. The system of internal control is set to ensure the reliability and integrity of financial and operational systems, efficiency and effectiveness in achieving the company objective, safeguarding of assets and compliance with the policies, regulations, procedures and laws.

The Board through its Audit Committee will assess the effectiveness of internal control systems by reviewing the issues, recommendations and management responses presented by the Group Internal Audit Function.

3.7 Risk Management

The Board recognises the importance of Enterprise Risk Management (“ERM”) in supporting Eversendai’s objectives in enhancing shareholders’ value and business success by minimising unforeseen risks. Eversendai has in place a clear on-going process for identifying, evaluating and managing significant risks facing Eversendai. The Board, through the Risk Management Committee, monitors risks and internal control.

The Statement on Risk Management and Internal Control which provides an overview of Eversendai’s state of internal control has been set out on the  Company’s Annual Report.

3.8 Internal Audit

Eversendai has an established internal audit function performed by the in-house Group Internal Audit Department (“GIAD”) which is in charge of the overall internal audit activities of Eversendai. Its principle objective is to undertake regular reviews of key processes, monitor compliance with policies and procedures, evaluate the adequacy and effectiveness of the internal control and risk management system, highlight significant findings, as well as propose enhancement and corrective measures in respect of any non-compliance on a timely basis.

3.9 Relationship with Independent Auditors

The Board, through the Audit Committee, maintains a transparent and professional relationship with the internal and independent auditors. The Audit Committee has been explicitly accorded the authority to communicate directly with both the internal and independent auditors. From time to time, the auditors would highlight to the Audit Committee and the Board on matters that require the Board’s attention.

3.10 Corporate Disclosure Policy

Eversendai also has in place a Corporate Disclosure Policy, which emphasises on comprehensive, accurate, balanced, clear and timely disclosure of material information to enable informed and orderly decisions by the shareholders and investors.

4 SHAREHOLDERS COMMUNICATION

4.1 Shareholders Communication

Eversendai strives to maintain an open and transparent channel with its stakeholders, institutional investors and the investing public at large with the objective of providing clear and complete information of Eversendai’s performance and financial standing.

Announcements on all significant developments and matters of Eversendai are made to Bursa Securities. Shareholders and stakeholders are provided with a regular overview of Eversendai’s performance via the financial results which are released on a quarterly basis within the mandatory period. The Investor Relations section of Eversendai’s website holds all the announcements made by the Company to Bursa Securities.

As part of the Company’s active investor relations programme, discussions and dialogues are held with fund managers, financial analysis, shareholders, potential investors and members of the media to convey information about the Company’s performance, strategy and other matters affecting shareholders’ interest.

4.2  Dialogue between the Company and Investors

The Board believes that Eversendai should be transparent and accountable to its shareholders and investors.

In ensuring this, the Company has been actively communicating with its shareholders and stakeholders through the following medium:

  • Release of financial results on a quarterly basis;
  • Press releases and announcements to Bursa Securities and subsequently to the media; and
  • Meetings with institutional investors.

Eversendai’s website at www.eversendai.com is a significant communication network to reach shareholders and general public which offers detailed information on Eversendai’s businesses and latest developments. It is upgraded and updated from time to time to provide current and comprehensive information about Eversendai.

The website also incorporates a dedicated section for investor relations and corporate governance which enhances the investor relation function by including all relevant up-to-date information of Eversendai such as announcements to Bursa Securities, quarterly results and audited financial statements, annual report, Board Charter, investor presentations, share price and financial information.

The Company acknowledges the need for a specific medium for shareholders and investors to direct their queries or requests for additional information.

To obtain all relevant information about Eversendai, investors and shareholders are encouraged to direct their queries to

Contact details:
Tel no. : +603-7733 3300
Email : ir@eversendai.com

4.3 Annual General Meeting

The Annual General meeting (“AGM”) is the principal forum for dialogue with all shareholders who are encouraged and are given sufficient opportunity to enquire about Eversendai’s activities and prospects as well as to communicate their expectations and concerns.

Twenty-one (21) days prior to the meeting, all shareholders of Eversendai will receive a copy of the annual report and notice of AGM. The notice is also advertised in the press and released on Bursa Securities. This leaves the shareholders with sufficient time to review the Annual Report as well as to make necessary arrangements to attend the meeting. Shareholders are also encouraged to participate in the Question and Answer session on the resolutions being proposed or about Eversendai’s operations in general. Shareholders who are unable to attend are allowed to appoint proxies in accordance with the Company’s Constitution to attend and vote on their behalf.

The Chairman and the Board members are in attendance to provide clarification on shareholders’ queries. Where appropriate, the Chairman of the Board will endeavour to provide the shareholders with written answers to any significant questions that cannot be readily answered during the AGM. Shareholders are welcome to raise queries by contacting the Company at any time throughout the year and not only at the AGM.

Each notice of a general meeting, which includes any item of special business, will be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. Separate resolutions are proposed for substantially separate issues at the AGM.

To strengthen transparency and efficiency in the voting process and in line with the recent amendments to the MMLR, Eversendai implements poll voting for all the resolutions set out in the Notice of AGM. Eversendai has appointed an independent external scrutineer to validate all the votes in the coming meeting. The outcome of the AGM is released to Bursa Malaysia Securities Berhad on the same meeting day.

This Corporate Governance Overview Statement was approved by the Board on 27 February 2020.

The Corporate Governance Report (“CGReport”) which discloses Eversendai’s application of each recommended practice in the MCCG 2017 is available on the Bursa Securities Malaysia website at www.bursamalaysia.com.