CG Report 2017

CORPORATE GOVERNANCE REPORT
STOCK CODE : 5649

COMPANY NAME : GOLDEN PHAROS BERHAD
FINANCIAL YEAR : 31 DECEMBER 2017
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 PURSUANT

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.
1
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.
Application : Applied
Explanation on :  The Board sets the strategic aims in the annual business plan of the
application of the Company. The plan sets out the five year plan of the group and the
practice way the business is to be pursued.
 The Board ensures that necessary resources are in place by approving
the financial and manpower resources requested by management in
the annual business plan.
 The Board regularly reviews the performance of the Company, both
operationally and financially. Each quarterly results are deliberated
by the Board before approval is issued for its release to the market.
 The Board sets the values and standards by reviewing and approving
the Company’s core values and standards, referred to as the
GOLDEN values, which stand for Gemilang, Optimis, Lestari,
Dedikasi, Efektif and Nekad.
 The Board builds understanding of its obligation to the stakeholders
by participating in various training program and conference that
explain about obligation to shareholders, such as National Tax
Conference 2017, Mandatory Accreditation Programme and Seminar
on Implementing a Risk Management and Internal Control
Framework based on MCCG 2017.
Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :
Timeframe :
2
Intended Outcome
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices,
leadership and effectiveness of the board is appointed.
Explanation on :  Dato’ Haji Muhammad Pehimi bin Yusof is the Chairman of the
application of the company.
practice  Role and responsibilities of the Chairman include:
i. Providing leadership for the Board so that the Board can
perform its responsibilities effectively;
ii. Setting the Board agenda with the Company Secretary and
ensuring that Board members receive complete and accurate
information in a timely manner;
iii. Leading Board meetings and discussions;
iv. Encouraging active participation and allowing dissenting views
to be freely expressed; and
v. Leading the Board in establishing and monitoring good
corporate governance practices in the Company.
Explanation for :
departure
Measure :
Timeframe :
3
Intended Outcome
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on :  The positions of Chairman and Chief Executive Officer are held by
application of the different individuals who are not related to each other.
practice  The Chairman is a Non-Independent Non-Executive Director.
 The Chairman and the CEO are not related to each other.
 The CEO does not sit on the Board.
Explanation for :
departure
Measure :
Timeframe :
4
Intended Outcome
Practice 1.4
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate adoption
of corporate governance best practices.
Explanation on :  The Board is supported by two Joint Company Secretaries, Puan

application of the Suraya binti Mohd Hairon (LS 0007314) and Puan Saliza binti Abdul
practice Rahman (LS 0008098).
 Puan Suraya is a full time employee of the Company while Puan
Saliza is representative from Terengganu Incorporated Sdn Bhd
which is the main shareholder of GPB.
 Both are competent and qualified company secretaries.
 All Board members have direct and unimpeded access to the joint
company secretaries.
Explanation for :
departure
Measure :
Timeframe :
5
Intended Outcome
Practice 1.5
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on :  The Board adopts a policy where meeting papers are to be circulated
application of the to the Board and Board Committee 5 calendar days prior to the
practice meeting in line with Practice Note 1.5 of the MCCG 2017.
 Minutes of meetings are circulated and confirmed as a correct
record by the Board and Board Committees at the following
meeting.
Explanation for :
departure
Measure :
Timeframe :
6
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
 the respective roles and responsibilities of the board, board committees, individual
directors and management; and
 issues and decisions reserved for the board.
Explanation on :  The Board adopts a Board charter.

application of the  The Board Charter is subject to review from time to time.
practice  The Board Charter was last revised in February 2018.
 The roles and responsibilities of the Board, Chairman, Chief
Executive Officer, Individual Directors, Company Secretary and
Board Committees are set out in the Company’s Board Charter.
 The Board Charter also includes matters that are reserved for Board
decisions.
 The Board Charter is published on the company website.
Explanation for :
departure
Measure :
Timeframe :
7
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on :  The Board has formalised a code of conduct for its directors which is
application of the incorporated in the Board Charter.
practice  Board Charter of the Company lays out the ethical, business and
lawful conduct of the Board.
 The Company has a Code of Conduct for Employees which was last
revised in 2017.
Explanation for :
departure
Measure :
Timeframe :
8
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : The Company has established a Whistle-blower Protection Policy

application of the underlining its objectives, scope of policy, Policy Statement, reporting
practice procedures and action.
Explanation for :
departure
Measure :
Timeframe :
9
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 4.1
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Application : Departure
Explanation on :
application of the
practice
Explanation for : Independent Directors comprise 3 out of the 7 (42.9%) of the current
departure Board composition, exceeding the Bursa Securities’ requirement of
one third (33.3%). The Board aspires to achieve by 2019 MCCG’s
requirement of more than 50% independent directors.
Measure :
Timeframe :
10
Intended Outcome
Practice 4.2
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should justify and
seek annual shareholders’ approval. If the board continues to retain the independent director
after the twelfth year, the board should seek annual shareholders’ approval through a two-tier
voting process.
Application : Not applicable - No independent director(s) serving beyond 9 years
Explanation on : None of the 3 independent directors has served for more than 9 years.
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
11
Intended Outcome
Practice 4.3 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years.
Application : Not adopted
Explanation on : The Board Charter has no such policy. However none of the
adoption of the independent directors have served for more than 9 years.
practice
12
Intended Outcome
Practice 4.4
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Explanation on : The Board is committed to ensuring diversity in its composition and

application of the embraces the proposition that having a diverse Board would have a
practice positive, value-adding impact on the Company. While the Board
acknowledges the importance of boardroom diversity, appointments
to the Board shall always be based on merit.
Explanation for : Presently the Board comprises only of male directors.

departure
Measure : The Board aspires to appoint women director and is seeking suitably
qualified individual.
Timeframe : 2019
13
Intended Outcome
Practice 4.5
The board discloses in its annual report the company’s policies on gender diversity, its targets
and measures to meet those targets. For Large Companies, the board must have at least 30%
women directors.
Explanation on :
application of the
practice
Explanation for :  The Board acknowledges the importance of boardroom gender

departure diversity and is supportive of the recommendation of MCCG 2017.
 The Board currently has no female Director.
 The Board will work towards increasing woman participation on the
Board.
Measure :
Timeframe :
14
Intended Outcome
Practice 4.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
Explanation on :
application of the
practice
Explanation for : In future, the appointment of Director may utilise sources independent
departure of the group to identify candidates for directors.
At present the Board rely on recommendation from existing Board

members, Management and major shareholders.
Measure :
Timeframe :
15
Intended Outcome
Practice 4.7
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on :
application of the
practice
Explanation for :  The NRC is chaired by Non-Independent Director.

departure  It is comprises exclusively of Non-Executive Director and it is in
accordance with the requirement of Paragraph 15.08A(1) of MMLR
with majority being Independent Directors.
Measure :
Timeframe :
16
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 5.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out and its outcome.
For Large Companies, the board engages independent experts periodically to facilitate
objective and candid board evaluations.
Explanation on :  The annual Board Assessment encompasses the assessment on the

application of the effectiveness of the Board as a whole, the effectiveness of each board
practice committee and individual directors.
 The Company’s Board Assessment exercise processes include
questionnaire and in-depth interviews of the Directors. Senior
Management’s feedbacks were sought as well.
 The assessment outcome is disclosed to the Board.
Explanation for :
departure
Measure :
Timeframe :
17
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 6.1
The board has in place policies and procedures to determine the remuneration of directors
and senior management, which takes into account the demands, complexities and
performance of the company as well as skills and experience required. The policies and
procedures are periodically reviewed and made available on the company’s website.
Explanation on :  The company has Remuneration Package for the Non-Executive

application of the Directors, the directors’ fees, board committee membership fees,
practice chairman allowances and meeting allowances that already reviewed
by the NRC and the Board, thereafter, recommends to the
shareholders for approval.
 The remuneration structure of the Non-Executive Directors is
disclosed under the Corporate Governance Statement in the
Company’s Annual Report.
 The remuneration structure, approvals and governance of the
Group’s Senior Management is disclosed under the Corporate
Governance Statement in the Annual Report.
 The company’s annual report is made available on the company
website.
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 6.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on :  The Company has established the Nomination and Remuneration

application of the Committee (NRC) to implement its policies and procedures on
practice remuneration including reviewing and recommending matters
relating to the remuneration of board and senior management.
 The TOR of the NRC are in line with recommendations of MCCG.
Explanation for :
departure
Measure :
Timeframe :
19
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.
Practice 7.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : Each directors’ remuneration is disclosed on named basis in the

application of the Company’s Annual Report.
practice
Explanation for :
departure
Measure :
Timeframe :
20
Intended Outcome
Practice 7.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.
Explanation on :
application of the
practice
Explanation for :  The top five senior management remuneration is not being disclosed
departure in bands of RM50,000 under the Corporate Governance Statement of
the Annual Report.
 We are working towards this disclosure for Senior Management.
Measure :
Timeframe :
21
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Application : Not Adopted
Explanation on :
adoption of the
practice
22
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.
Practice 8.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The Chairman of the Audit Committee (AC) is an independent director,

application of the who is not the Chairman of the Board.
practice - Chairman of the Board : Dato’ Haji Muhammad Pehimi bin Yusof
- Chairman of Audit Committee : Tuan Haji Jusoh bin Ali
Explanation for :
departure
Measure :
Timeframe :
23
Intended Outcome
Practice 8.2
The Audit Committee has a policy that requires a former key audit partner to observe a cooling-
off period of at least two years before being appointed as a member of the Audit Committee.
Explanation on :  None of the AC nor Board members were a former key audit partner.
application of the  This practice has been incorporated into the Terms of Reference of
practice Audit Committee.
Explanation for :
departure
Measure :
Timeframe :
24
Intended Outcome
Practice 8.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor.
Explanation on : In addition to written assurance on the independence of the External

application of the Auditor obtained during the year, the Policy on Non-Audit Services by
practice the Group’s External Audit Firm had also been established to ensure
the independence of the external auditors.
Explanation for :
departure
Measure :
Timeframe :
25
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Explanation on : The Audit Committee comprises a chairman and two members. Only
adoption of the one member is a non-independent director, which the rest are all
practice independent.
26
Intended Outcome
Practice 8.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate and are able to understand
matters under the purview of the Audit Committee including the financial reporting process.
All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.
Explanation on :  All members of the AC are financially literate and possess financial
application of the background or knowledge as well as necessary experience.
practice  The Chairman of the AC, Tuan Haji Jusoh Ali, is a member of MIA and
also a fellow Association of Chartered Certified Accountant, United
Kingdom.
 The other member is the State Financial Officer, the highest ranking
financial officer in the civil service of Terengganu.
Explanation for :
departure
Measure :
Timeframe :
27
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 9.1
The board should establish an effective risk management and internal control framework.
Explanation on :  The Board has established framework & policies to ensure that risk
application of the management and internal controls across the various risk classes
practice (credit risk, market risk & operational risk) are managed within risk
appetite set by the Board.
 To ensure their continuous effectiveness, the framework and policies
are reviewed periodically, and when there are significant regulatory
changes.
 This is supported by dedicated oversight function within the
significant business units & functional lines.
 There is a Risk Management Committee at the subsidiary level and a
Risk Management Steering Committee at the company level.
Explanation for :
departure
Measure :
Timeframe :
28
Intended Outcome
Practice 9.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.
Explanation on : The features of its risk management and internal control framework,
application of the and the adequacy and effectiveness of this framework is disclosed in
practice Annual Report 2017.
Explanation for :
departure
Measure :
Timeframe :
29
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Explanation on : The Board has established a Risk Management Committee at the

adoption of the operating subsidiaries level and a Risk Management Steering
practice Committee at the company level. Membership in these committees
comprise of the CEO and his management team.
30
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on :  The Group Internal Audit operates under a manual mandated by the
application of the AC that gives unrestricted access to review all activities across the
practice Group.
 The Group Internal Audit reports directly to the AC. The AC approves
the Group Internal Audit’s annual plan, monitors the progress of the
completion of the Audit plan, as disclosed in the AC Report.
 The AC reviews the adequacy of the Group Internal Audit’s resources
and evaluates the performance of the Head of Internal Auditor.
 All Audit Reports are tabled to the AC and an Internal Audit Activity
Report is tabled at every AC meeting, highlighting key issues and
concerns arising from the audits conducted.
Explanation for :
departure
Measure :
Timeframe :
31
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.2
The board should disclose–
 whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
 the number of resources in the internal audit department;
 name and qualification of the person responsible for internal audit; and
 whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on :  The Group Internal Audit is independent from the business and
application of the undertakes activities as stated in the AC Report.
practice  The profile of the Head of Internal Audit, Tuan Haji Muhamad bin
Sulong, is disclosed in the Company’s Annual Report detailing his
declaration, qualification and experience.
 A brief statement on the Internal Audit Function with a summary of
its key activities is disclosed under the Corporate Governance
Statement in the Company’s Annual Report.
 The availability of resources in the internal audit department is being
closely monitored against its budgeted headcount and the staffing
position is updated regularly to the AC.
Explanation for :
departure
Measure :
Timeframe :
32
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 11.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on :  Communication and engagement with stakeholders are made

application of the through Annual General Meeting and via electronic means such as
practice website.
 Stakeholders are encouraged to direct their inquiries via email at
[email protected].
Explanation for :
departure
Measure :
Timeframe :
33
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 11.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Explanation on :
application of the
practice
Explanation for : The company is not a large company and does not practice integrated
departure reporting.
Measure :
Timeframe :
34
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 12.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : The Notice for forthcoming Annual General Meeting is given at least 28
application of the days prior to the meeting The notice of the AGM contains details of
practice resolutions to be approved by the shareholders with explanatory notes.
Explanation for :
departure
Measure :
Timeframe :
35
Intended Outcome
Practice 12.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on :
application of the
practice
Explanation for :  All directors have always committed to attend the Annual General
departure Meeting. However, due to unforeseen circumstances, not all of the
directors attended the AGM in 2017 as some urgent matter need to
be attended to.
 However, majority of the directors that were present at that time are
available to give response if there are any questions addressed to
them.
Measure :
Timeframe :
36
Intended Outcome
Practice 12.3
Listed companies with a large number of shareholders or which have meetings in remote
locations should leverage technology to facilitate–
 including voting in absentia; and
 remote shareholders’ participation at General Meetings.
Explanation on :
application of the
practice
Explanation for : The Company does not have a large number of shareholders.
departure
The location of General Meeting have always been held in Kuala
Terengganu which are accessible by public transport and the company
did not intend to held AGM at any remote location.
Measure :
Timeframe :
37
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT
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.
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CORPORATE GOVERNANCE REPORT

STOCK CODE : 5649

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT

Explanation on :  The Board is supported by two Joint Company Secretaries, Puan

Explanation on :  The Board adopts a Board charter.

The Code of Conduct and Ethics is published on the company’s website.

Explanation on : The Company has established a Whistle-blower Protection Policy

Application : Not applicable - No independent director(s) serving beyond 9 years

Practice 4.3 - Step Up

Application : Not adopted

Explanation on : The Board is committed to ensuring diversity in its composition and

Explanation for : Presently the Board comprises only of male directors.

Explanation for :  The Board acknowledges the importance of boardroom gender

At present the Board rely on recommendation from existing Board

Explanation for :  The NRC is chaired by Non-Independent Director.

Explanation on :  The annual Board Assessment encompasses the assessment on the

Explanation on :  The company has Remuneration Package for the Non-Executive

Explanation on :  The Company has established the Nomination and Remuneration

Explanation on : Each directors’ remuneration is disclosed on named basis in the

Practice 7.3 - Step Up

Application : Not Adopted

Explanation on : The Chairman of the Audit Committee (AC) is an independent director,

Explanation on : In addition to written assurance on the independence of the External

Practice 8.4 - Step Up

Application : Not Adopted

Practice 9.3 - Step Up

Application : Not Adopted

Explanation on : The Board has established a Risk Management Committee at the

Explanation on :  Communication and engagement with stakeholders are made

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

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