Corporate Governance & Policy

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Corporate Governance Framework

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.

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The Board of Directors and Senior Management have been assigned the responsibility for oversight and implementation in ensuring accountability in our sustainability initiatives.

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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.

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By embedding sustainability considerations into corporate policies and risk management systems, we will be in a better position to leverage on our day-to-day decision making processes.

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Rather than being siloed, sustainability is now integrated into the corporate strategy. This sustainability governance model generates tangible results, contributing to value protection and creation through improved risk management, product innovation, cost-savings, employee engagement and client loyalty.

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The Board’s leadership in sustainability governance has resulted in significant impacts and results that reveal the extent to which sustainability has been embedded in the corporate culture.

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The Group adheres to the following statutory requirements, best practices and guidelines:

1. Companies Act 2016 (CA 2016)

2. Bursa Malaysia Securities Berhad (Bursa Malaysia) Main Market Listing Requirements (MMLR)

3. Malaysian Code of Corporate Governance (the Code)

4. Corporate Governance Guide: Moving from Aspiration to Actualisation (CG Guide)
    

The Corporate Governance Framework have attributes that contribute to effective governance and tools for addressing governance risk. It also promotes smooth interaction between the Board and its  stakeholders, which include the Board Sub-Committees, key management personnel and cascaded to all employees in the organisation.

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Related Party Transaction Policies & Procedures

Prestariang is committed to the highest possible standards of ethical, moral and legal business conduct. This policy document sets out the requirements to be applied to all related party transactions entered into by Prestariang to ensure that such transactions are conducted on arm’s length basis and in accordance with good governance and with appropriate disclosures.

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This Policy aims to provide an avenue for employees to understand the policies and procedures that need to be adhered to in identifying and treating related party transactions (“RPTs”) to ensure compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and other applicable laws.

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This Policy outlines the framework and the processes for purposes of identifying, monitoring, evaluating, reporting and approving the RPTs and recurrent related party transactions (“RRPTs”). It also serves as a guide to the Audit Committee (“AC”) and Board of Directors (“Board”) of Prestariang in discharging its role, which is to provide oversight over RPTs and RRPTs within the Group.

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Board Charter

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.

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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.

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The Directors’ Code of Ethics is appended to the Board Charter and described the standards of business conduct and ethical behaviour for Directors in the performance and exercise of their responsibilities as Directors of the Company or when representing the Company, including declaration of interests, conduct in meetings and guidelines in accepting gifts.

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Remuneration Committee and Policy

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 the Company has a competitive remuneration package to attract and retain directors and senior management staff (both present and potential future) needed to run the Company.

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The Remuneration Committee has defined the terms of reference. Please click here to read further.

 

In addition to this, the Remuneration Policy entails the demands, complexities and performance of the Company as well as skills, knowledge and experiences required. The Policy helps promote long-term goals in safeguarding the Company’s interests and interest of the shareholders. The Policy is aimed at motivating the Board and the senior management to achieve the Group’s business objectives. The Policy also includes claw-back and malus provision. Please click here to read further.

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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.

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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.

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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.

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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.

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Click here to read the Risk Management Framework

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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. Today, we are still assessed by FTSE4Good. The FTSE4Good Bursa Malaysia Index is designed to measure the performance of companies demonstrating good ESG (Environment, Social and Corporate Governance) practices.
 

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.

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Nomination Policy
In view of the increasing challenges that the Company faces to grow its business, the Board saw the need to be able to attract and retain individuals with strong credentials and high calibre to serve on the Board. The Board through its Nomination Committee (“NC”) assists in ensuring that the Board has an effective composition to discharge its stewardship, responsibilities and objectives in:-

• Recommendations to the Board on appointment, re-appointment and succession planning for Directors; and

• Continuous assessment of the effectiveness of the Board and individual Directors.

 

The NC formalises its Nomination Policy ("Policy") that adopts the current best-practices, processes and procedures to guide the NC in the discharge of its duties and functions. The Policy will also ensure appropriate mix of skills, experience and strength in qualities that are relevant to the Board, in order to ensure the new Directors' ability to meet shifting changes faced by the Group, whilst aligning them with the Company's objective and strategic goals.

Click here to read more on the Nomination Policy

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Anti Bribery and Corruption Manual
Following the passing of the new Section 17A of the Malaysian Anti-Corruption Commission (MACC) Act 2009, we embrace the spirit by adopting the provision into our very own Prestariang Anti-Bribery and Corruption Policy and Guidelines (“PABC Manual”).

This PABC Manual prohibits anyone acting on behalf of the Company from paying a bribe in connection with our business. It places the responsibility on our directors, officers, employees, and third parties acting on the Company’s behalf to vigorously uphold this commitment when performing work for the Company.

Click here to read more on the Anti Bribery and Corruption Manual