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Corporate Governance

Corporate Governance Overview Statement

The Board of Directors of Knusford Berhad ("Board") recognises the importance of adopting a sound base for good corporate governance in managing its business affairs so as to build a sustainable business capable of enhancing shareholder value.

In preparing this Corporate Governance Overview Statement ("CGOS"), the Company is guided by the Corporate Governance Guide (4th edition) issued by Bursa Malaysia Securities Berhad ("Bursa Securities). The CGOS is supplemented with a Corporate Governance Report ("CG Report"), in accordance with Rule 15.25 of the Main Market Listing Requirement ("MMLR") and it provides an insight on how the Company maps the application of the Company’s Corporate Governance practice during the financial year ended 31 March 2024 ("FYE 2024") against Malaysian Code on Corporate Governance 2021 ("MCCG").

The Board is pleased to present this CGOS to provide an overview on the Company’s application of the principles and compliance with best practices as set out in MCCG, and should be read together with the CG Report of the Company for FYE 2024 published on the Company’s website at http://www.knusford.com.my.

OUTLINE:

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

Board Charter

The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their roles and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect, and on behalf of the Company.

Code Of Conduct

Knusford Berhad is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director and Manager is expected to comply with the letter and spirit of this Code.

Whistleblowing Policy

In line with good corporate governance practices, the Board of Director ("BOD") and Management of Knusford Berhad ("Knusford" or "the Company") and its subsidiary companies (collectively known as the "Knusford Group" or "the Group") encourage its employees, directors and associates to commit to the highest possible standards of ethical, moral, and legal conduct. Consistent with this commitment, the policy aims to support good management practices and sound corporate governance practices within the Group.

Anti-Bribery & Anti-Corruption Policy

The Anti-Bribery & Anti-Corruption ("ABAC") Policy & Guidelines (here-in-after referred to as "Policy & Guidelines") defines the policies and procedures for Knusford Berhad ("Knusford" or "the Company") and its subsidiaries (collectively known as "Knusford Group" or "the Group"). Rules (including Circulars and Letters) from the regulators shall automatically supersede the existing operating policies and procedures herein stated.

Directors' Fit and Proper Policy

Knusford Berhad ("Knusford" or the "Company") has adopted the Fit and Proper Policy to ensure a formal, rigorous and transparent process for the appointment and re-election of directors and senior management of the Company and/or its subsidiaries.

Minutes of AGM

Summary Record of the Proceedings of The Twenty-Eighth Annual General Meeting in accordance with Paragraph 9.21 (2) of Bursa Malaysia Main Market Listing Requirements.

Minutes of EGM

Summary Record of the Proceedings of Extraordinary General Meeting in accordance with Paragraph 9.21 (2) of Bursa Malaysia Main Market Listing Requirements.

Term of Reference

To assist the Board in reviewing on an annual basis the appropriate size and balance of the Board, including appropriateness of non-executive participation.