SARAWAK PLANTATION BERHAD
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Annual Report 2014
Statement on Corporate Governance
I. Board of Directors
Roles and Responsibilities
The Board sets the vision and the strategies of the Company, placing great emphasis on enhancing
shareholders’ value and investors’ confidence whilst maintaining a high standard of integrity. The Board
also sets the framework for which the Company shall operate, in particular, the areas of corporate
governance, internal controls, risk management, succession planning, business and investment
strategies. The Board puts together its diverse expertise and experience to render advise and coaching
to the Company. Its diverse expertise and experience also help to effectively monitor implementation
of the visions and strategies which have been set.
The full details of the roles and responsibilities of the Board of Directors are captured in the Board
Charter.
The Board reviews its roles and responsibilities periodically to ensure that they remain relevant
and effective.
Key areas reserved for the Board’s approval include the annual budget, dividend declaration, expenditure
beyond a certain limit, acquisitions/disposals of properties/materials of substantial value, appointment
of consultants for specific assignments and changes to the Management and control structure within
the Company.
In year 2014, the Board conducted quarterly reviews of its budget by comparing against the actual
performance. The Board actively engaged with the Management to discuss strategic initiatives to achieve
key targets set out in 2014 and the future years. Where necessary, alternative steps were taken to
ensure achievement of targets.
The Company has in place a Code of Ethics which governs various aspects of the Company’s business
operations, eg. dealings in securities, dissemination of confidential information and the confidentiality
of information, conflict of interest and standard of acceptable conduct.
Sustainable practices are inherent in the business operations of the Group, particularly at the estates
and the mills. Please refer to the Review of Operations on pages 17 to 25 for further details of the
Group’s sustainability practices.
The Board of Directors continues to remain focused on maintaining good corporate
governance practices in the discharge of its duties and responsibilities towards
the Company and its shareholders. The Board seeks to provide intellectual honesty
and effective leadership which will challenge the Company into greater ethical and
sustainable business performance.
In this statement, the Board conveys its assurance that it is mindful of the principles
and recommendations of the Malaysian Code of Corporate Governance 2012 (MCCG
2012). The Board will constantly review its conduct, processes and procedures to
strive to adhere to the said Code.
