Corporate Governance Overview Statement

The Board of Directors (“Board”) of Daiman Development Berhad (“Daiman” or the “Company”) and its subsidiaries (“Group”) recognize that the exercise of good corporate governance (“CG”) in conducting the business and affairs of the Company and of the Group with integrity, transparency and professionalism are key components for continued progress and success.

This statement is prepared pursuant to paragraph 15.25 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and it is to be read together with the Corporate Governance Report 2018 of the Company (“CG Report”) which is available on the Company’s website at www.daiman.com.my. The explanation for departure is further disclosed in the CG Report.

The Board acknowledges that corporate governance is an ongoing process and is committed to support the recommendations of the Malaysian Code on Corporate Governance (“MCCG”). Steps are continuously being undertaken to prepare the Group to adopt, implement and fulfill the Principles and Recommendations of the MCCG and governance standards in accordance with the MMLR of Bursa Securities.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

1. BOARD RESPONSIBILITIES

1.1. Clear functions reserved for the Board and those delegated to Management

The Board is responsible for the oversight and overall management of the Company’s corporate governance, strategic direction and corporate risk management. The Management is responsible for managing the day-to-day running of the Group’s business activities in accordance with the direction and delegation of the Board. Management meets regularly to discuss and resolve operational issues. The Managing Director briefs the Board on business operations during the board meetings.

There is a formal schedule of matters reserved to the Board for its deliberation and decision to ensure the direction and control of the Group are in its hands. Key matters reserved for the Board include, the approval of annual budgets, quarterly and annual financial statements for announcement, major investments, borrowings and ensuring regulatory compliance and reviewing the adequacy and integrity of internal controls as well as monitoring of the Group’s financial and operating performance.

1.2. Clear roles and responsibilities

The Directors with their diverse backgrounds and specialization collectively bring in a wide range of experience and expertise to the Board that is important for the continued success of the Group. Details of each individual director’s skills and experiences are presented in the Board of Directors’ Profile set out on pages 9 to 11 of this Annual Report.

The Board has adopted a Board Charter that sets out, amongst others, the roles and responsibilities of Board members, authorities, procedures, expectations, and the structures of the Board and Board Committees as well as the relationship between the Board and the management and shareholders of the Company. The Board Charter also acts as a source of reference and a primary induction literature in providing insights to Board members and senior management. The Board Charter is available on the Company’s website at www.daiman.com.my.

The Board currently consists of eight members, comprising a Chairman who is also an Independent Non-executive  Director,  the  Managing  Director,  three  Executive  Directors  and  three  Independent Non-executive Directors.

The following are the roles of the Board and its principal responsibilities:

  • Reviewing corporate performance and implementation of strategy and business plans, taking into account the sustainability of the Company’s business, with attention given to the environmental, social and governance aspects of the business;
  • Overseeing the conduct of the Group’s business and evaluating whether or not its businesses are being properly managed;
  • Reviewing management processes including risk management and internal controls framework with the guidance of the Audit Committee and the Risk Management Committee; ensuring the implementation of appropriate internal controls and mitigating measures to manage such risks;
  • Put succession planning in place by ensuring that all candidates appointed to senior management positions are of sufficient caliber and that there are programmes to provide for the orderly succession of senior management;
  • Ensure shareholders are kept informed of the Company’s performance and major developments affecting the Company; oversee the implementation of a shareholder communication policy;
  • Oversee the Group’s adherence to high standards of conduct or ethics and corporate behavior, including the Code of Ethics for Directors.

1.3. Code of conduct and implementation

The Board has established a Code of Ethics and Conduct of the Group, setting out the standards of conduct expected from Directors and employees to advocate good corporate behavior. The Board recognizes the importance of adhering to the Code of Ethics and has taken measures to put in place a process to ensure its compliance.

The Board has adopted a Whistleblower Policy and is committed to transparency, integrity and accountability in the conduct of its business and affairs. The Board will address the disclosure in an appropriate, timely manner and given fair treatment to both whistleblower and the alleged wrongdoer.

Both Code of Ethics and Whistleblower Policy are available on the Company’s website at www.daiman.com.my.

1.4. Promote sustainability

The Board is aware of the importance of business sustainability and ensures that there is a plan for promoting sustainability embedded in the development of the Group’s strategies, taking into account the environmental, social, cultural and governance aspects of business operations.

1.5. Succession Planning

The Board has approved the establishment of ‘Sustainability Committee, comprising Senior Management team, to support and advice the Board in relation to embedding sustainability principles and practices throughout Daiman Group’s overall business strategies, policies and practices to ensure the continuity of the Group. The Sustainability Committee is formally constituted with written terms of reference.

The Board reviewed and discussed the performance and progress of Senior Managers with the Managing Director of the Group so as to ensure the desired personal development of Senior Managers to assume higher appointments and positions in the future.

1.6. Access to information and advice

All Directors have access to timely and accurate information within the Company, which allows them to discharge their duties effectively and efficiently. The Board also has direct communication channels with the External Auditors and Internal Auditors of the Group and Board Committees.

All Directors are provided with an agenda inclusive of detailed report and a set of Board papers are disseminated at least seven (7) days prior to the Board Committee meetings to enable the respective Board and Board Committees members sufficient time to review and analyse the materials and to enable all the Directors to obtain further explanations, when necessary, in order to be properly briefed before the meetings, to discharge their fiduciary duties. A comprehensive explanation of pertinent issues and recommendations will be provided by the Management and issues would then be deliberated and discussed meticulously by the Board prior to decision-making.

All Directors have access to the advice and services of the Company Secretary and to obtain independent professional advice, whenever necessary. The Company Secretary also serves in that capacity in the various Board Committees. The Company Secretary also serves notice to Directors and Principal Officers of the Company on the closed periods for trading in the Company’s share accordance to Chapter 14 on Dealings in Listed Securities of the Listing Requirement.

1.7. Qualified and competent Company Secretaries

Prior to the financial year end, the Board opted to change its external Company Secretary services provider to strengthen and ensure that the Board continues to be well supported in its Board room processes.

The Board is now supported by two (2) External Company Secretaries. Both Company Secretaries of the Group are qualified to act as Company Secretary under Section 235 of the Companies Act 2016, of which one is a Fellow Member and the other, an Associate Member of the Malaysian Institute of Chartered Secretaries and Administrators.

The Company Secretaries provide the required support to the Board in carrying out its duties and stewardship role, providing the necessary advisory role with regards to the Company’s constitution, Board’s policies and procedures, and compliance with the relevant regulatory requirements, codes, guidance and legislation.

All Directors also have full and unrestricted access to the advice and services of the Company Secretaries. All proceedings of the Board and Board Committees meetings were properly minuted and documented by the Company Secretary.

The Board is satisfied with the support and performance rendered by the Company Secretaries.

The Company Secretaries are competent and kept themselves abreast with the evolving regulatory changes and developments through continuous education programmes and attendance of relevant conferences, seminars and training programmes.

2. BOARD COMPOSITION

Daiman Group is led and managed by a diverse, competent and experienced Board of Directors with a mix of suitably qualified and experienced professionals having wide and varied expertise in the fields of business, property development, legal, accounting and taxation. This enables the Board to carry out its responsibilities effectively and ensures accountability. The current Baord is drawn from different ethnic, cultural and socio- economic background with their age ranging from 41 to 74 years to ensure that different viewpoints are considered in the decision making process.

The profile of each Director is set out in pages 9 to 11 of this Annual Report.

The Board had not adopted any written diversity policy and is of the view that while it is important to promote gender diversity and ethnicity, the normal selection criteria based on an effective blend of competencies skills, extensive experience and knowledge are the paramount consideration to the Company. The Board will continue to identify suitable candidates for appointment to the Board as and when the vacancy arises, taking cognizance of gender diversity and ethnicity.

2.1. Board Committee

The Board has delegated certain responsibilities and duties to the Board Committees which operate within
clearly defined Terms of Reference. These Committees are:

a. Audit Committee
The composition, the Terms of Reference and activities of the Audit Committee are separately set out on the  Audit Committee Report which is available on the Company’s website at www.daiman.com.my.

b. The Nomination and Remuneration Committee
At its meeting on 25 February 2014, the Board passed a resolution to combine the Nomination Committee and  the Remuneration Committee to form the Nomination and Remuneration Committee (‘NRC’) and approved the terms of reference of the NRC as set out. The NRC comprises of three Independent Non- executive Directors with the Senior Independent Director as Chair.

The duties and responsibilities of the Nomination and Remuneration Committee are as follows:

  • To propose new candidates and for the re-appointments to the Board and Board Committees.
  • To develop, maintain and review the criteria to be used in the nomination process and annual
    assessment of all directors.
  • To consider, assess and recommend candidates to the Board for all directorships proposed by shareholders, directors, the chief executive officer or senior executives.
  • To assess and recommend directors to fill the seats on Board Committees.
  • To  review  the  structure,  size  and  composition  (including  the  required  skills,  knowledge  and experience) of the Board and training programmes and recommend any adjustments deemed necessary to the Board.
  • In respect of the remuneration of the Board and Board Committees, the Committee shall be responsible for reviewing the remuneration and compensation of the executive directors of the Company and recommending the same to the Board. Additionally, the Committee shall also recommend directors’ fees to the Board.
  • The  Committee  shall  ensure  compliance  with  any  changes,  amendments,  updates  and insertions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and any other applicable laws and regulations arising thereof from time to time.
  • To assess the effectiveness of the Board as a whole, Board Committees (including its size and composition) and the contribution of each individual director including independent non-executive directors as well as the chief executive officer.
  • To review the required mix of skills and experience and other qualities of the Board, including the
    core competencies which non-executive directors should bring to the Board.
  • To review and assess the independence of the Board’s Independent Directors.
  • To  review  the  performance  and  terms  of  office  of  the  Audit  Committee  and  its  members annually to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.

c. Risk Management Committee
The Risk Management Committee ("RMC") is appointed by the Board of Directors of the Group for the purpose of overseeing the risk management process within the Group.

In order to fulfil its responsibilities to the Board, the Committee shall:

  • Monitor and review the process of the risk management and advise to the Board about the
    effectiveness of and improvements to be made to the existing risk management system;
  • Provide guidelines to the management on risk management and set up procedures to assess and manage material risk factor; and ensure management discharge its responsibilities to implement and effective risk management system.
  • Review the internal control policies in respect of the control procedures of risks, including the risk management and the communication and co-operation with operating units;
  • Review and monitor the scope, effectiveness and results of internal audit function, ensure co-ordination between the internal and external auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the Group; and
  • Review the Group and its subsidiaries’ risk profiles and evaluate the measures taken to mitigate
    the business risks.

2.2. Appointment to the Board

The NRC is responsible for screening, evaluating and recommending suitable candidates to the Board, for appointment as Directors as well as filling the vacant seats of the Board Committees based on the standards and adopt the following five (5) review phases:-

Stage 1 – Identification of candidates
Stage 2 – Evaluation of suitability of candidates
Stage 3 – Interviewing with candidates
Stage 4 – Final deliberation by the NRC; and
Stage 5 – Recommendation of candidates for Board for approval

In evaluating the suitability of candidates, the NRC considers the following factors before recommending to the Board for appointment:

  • Skills, knowledge, expertise and experience;
  • Time commitment to effectively discharge his/her role as a director; and
  • Character, integrity and competence 

2.3. Re-election of Directors and Re-appointment of Directors

In accordance with the Company’s Constitution, at least one-third (1/3) of the Directors including Managing Director be subject to re-election by rotation at each Annual General Meeting (“AGM”). All Directors shall retire from office at least in every three years but shall be eligible for re-election. The Directors who retire in each year are the Directors who have been longest on the office since their last election.

Upon the recommendation by the NRC, the following Directors shall retire by rotation at the forthcoming AGM of the Company pursuant to Article 77 of the Constitution and being eligible, have offered themselves for re-election:-

a. Dato' Ahmad Johari Bin Tun Abdul Razak
b. Mr Ho Sing

2.4. Reinforce Independence

The Board assesses the independence of the Independent Non-executive Directors on an annual basis by taking into account the individual Director’s ability to exercise independent judgement at all times and based on the criteria set out in Listing Requirement. This is in line with Recommendation of the MCCG, as one of the factors in determining the Independent Non-executive Director’s eligibility to stand for re-election.

Based on the assessment carried out during the financial year ended 30 June 2018, the Board satisfied itself with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interests of the Company.

2.5. Tenure of Independent Directors

The Board is mindful of the recommendation of the Code wherein the tenure of an Independent Director of the Company should not exceed a cumulative term of nine years. An Independent Director may continue to serve the Board subject to the director’s re-designation as a Non-independent Director. In the event the Board intends to retain the Independent Director after serving a cumulative term of nine years shareholders’ approval will be sought.

Dato’ Ahmad Johari Bin Tun Abdul Razak, Mr Ong Seng Pheow and Mr Eddie Chan Yean Hoe, three of the Independent Non-executive Director, have served the Board for more than twelve years as an Independent Director.

Notwithstanding their long tenure in office and based on the review and recommendations of the Nomination and Remuneration Committee, the Board is unanimous in its opinion that Dato’ Ahmad Johari’s, Mr Ong’s and Mr Chan’s independence have not been impaired or compromised in any way as observed below:

  • Dato’ Ahmad Johari, Mr Ong and Mr Chan have submitted a written declaration each of their independent status to the Board;
  • They continue to fulfill the criteria and definition of an Independent Director as set out under Paragraph
    1.01 of the Listing Requirements;
  • During their tenure in office, Dato’ Ahmad Johari, Mr Ong and Mr Chan have not transacted or entered into any transactions with, and have not provided any services to the Group within the scope and meaning set forth in Paragraph 5 of Practice Note 13 of the Listing Requirements;
  • During their tenure in office, Dato’Ahmad Johari, Mr Ong and Mr Chan have not developed, established or maintained any significant relationship with the Executive Directors and major shareholders, other than normal engagements and interactions on a professional level as expected of them during the course of discharging their duties and responsibilities, which would impair their independence as an Independent Director;
  • During their tenure in office, Dato’ Ahmad Johari, Mr Ong and Mr Chan have provided sufficient time and have discharged their duties and responsibilities without fear or favour, often providing independent judgement and challenging the conduct of the Group’s business and financial performance.

The Board will seek shareholders’ approval at the 46th Annual General Meeting to approve Dato’ Ahmad Johari Bin Tun Abdul Razak, Mr Ong Seng Pheow and Mr Eddie Chan Yean Hoe who have served as an Independent Non-executive Director of the Company for a cumulative term of more than twelve (12) years to continue to act as an Independent Non-executive Director of the Company.

2.6. Shareholders Approval for Retention of Independent Director

The Board takes cognizance of the recommendation of the MCCG Code regarding tenure of Independent Directors but will seek approval of the shareholders through a single tier voting process for retention of Independent Director who have served for a cumulative term of more than twelve years (12) years. This is in line with the general rule on voting as provided in the Companies Act, 2016 which states that every shareholder has one vote for every share he holds and resolutions are to be decided by a simple majority for ordinary resolutions and 75% of votes for special resolutions through a single tier voting process.

2.7. Role of Chairman and Managing Director

The roles of the Chairman and the Managing Director are distinctly separate and clearly defined. The positions are held by two persons. The Chairman is primarily responsible for the proper conduct and working of the Board whilst the Managing Director is responsible for the day-to-day running of the business and implementation of Board policies and decisions. The Managing Director’s responsibilities for the day-to-day running of the business shall be specified in the employment contract duly approved by the Board, including any variation thereto.

2.8. Foster Commitment

Board meetings

The Board meets at least 4 times a year with additional meetings for particular matters convened as and when necessary.

A total of four (4) Board meetings were held during the financial year ended 30 June 2018. The meetings were scheduled in advance towards the end of the year to facilitate the Directors in planning their meeting attendance for the following year. The attendance record of each Director is as follow:

Name of Director Status of Directorship Number of Meeting Attended
Tay Thiam Song Managing Director  4/4 
Tay Tian Liang Executive Director  4/4 
Tay Thiam Yew Executive Director  3/4 
Tay Hui Fong
(Appointed on 1 July 2018)
Executive Director -
Dato' Ahmad Johari Bin Tun Abdul Razak Chairman, Independent Non-executive Director 4/4 
Ong Seng Pheow Senior Independent Non-executive Director  4/4 
Ho Sing Independent Non-executive Director  4/4 
Eddie Chan Yean Hoe Independent Non-executive Director  4/4 

All Directors complied with the minimum attendance requirement of more than 50% of the total Board meetings held during the financial year.

The Board is satisfied that its members have devoted sufficient time towards fulfilling their roles and responsibilities as Directors of the Company. The Board Charter sets out a policy where a Director shall notify the Chairman officially before accepting any new directorships in other companies and the notification shall explain the expectation and an indication of time commitment on the new appointments.

Directors’ Training

All the Directors are mindful that they are required to attend suitable training programmes to keep and to update their knowledge and enhance their skills through appropriate continuing education programmes to enable them to sustain their active participation in board deliberations.

During the year, all Directors attended workshop on “Malaysian Code on Corporate Governance” on 24
May 2018 conducted by Ernst & Young Advisory Services Sdn Bhd. The Board also continues to monitor
closely the needs of the Directors’ training.

3. DIRECTORS' REMUNERATION

The NRC reviews the Board remuneration annually. For an Executive Director, the remuneration will depend on the achievement of goals and personal achievement and is linked to Group and individual performance. All Directors are paid director’s fees for serving as Directors on the Board and its Committees. All Independent Non-executive Directors are paid a meeting allowance for attendance at each Board meeting.

The NRC recommends to the Board the remuneration package of the Executive Directors. The Executive Directors do not participate in decisions regarding their own remuneration packages. The directors’ fees are approved at the Annual General Meeting by shareholders.

The details of the remuneration of the Directors of the Company for the financial year ended 30 June 2018 are as follows:

Fees Salaries Bonuses  Others
  RM  RM RM  RM 
Executive Directors      
Tay Thiam Song 86,700 616,494 190,137 156,151
Tay Tian Liang 99,900 537,198 151,680 141,684
Tay Thiam Yew 78,900 476,388 135,078 120,002
         
Non-Executive Directors        
Dato Ahmad Johari Bin Tun Abdul Razak 123,300 - - 41,000
Ong Seng Pheow 85,700 - - 45,500
Ho Sing 78,100 - 39,000
Eddie Chan Yean Hoe 79,100 - - 39,500
         
Total 631,700 1,630,080 476,895 582,837

The details of the remuneration of the Directors of the Company; distinguishing between Executive and Non-executive Directors during the financial year ended 30 June 2018 are disclosed under Note 8 of the Audited Financial Statement on pages 72 and 73 of this Report.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

1. AUDIT COMMITTEE

The Board of Directors has established an Audit Committee which is chaired by the Senior Independent
Non-executive Director, Mr Ong Seng Pheow.

The Chairman of the Audit Committee is distinct from the Chairman of the Board. Having the positions of Board Chairman and Chairman of the Audit Committee assumed by different individuals allows the Board to objectively review the Audit Committee’s findings and recommendations.

The Chairman of the Audit Committee’s full profile can be viewed on page 32 of the Company’s Annual Report. The duties and responsibilities of the Chairman of the Audit Committee are outlined in the Terms of Reference of the Audit Committee, which is available on the Company’s website at www.daiman.com.my.

Assessment of Suitability and Independence of External Auditors

The Company through the Audit Committee has established and maintains a transparent relationship with the External Auditors in seeking professional advice and ensuring compliance with the relevant accounting standards. It is the policy of the Audit Committee to invite the external auditors to attend the Audit Committee meeting which deliberated on Audit Plan and Annual Financial Statements.

The External Auditors are required to declare their independence to the Audit Committee in the Audit Memorandum before their audit commencement.

Audit Committee will evaluate the external auditors each year in fulfilling their duty. The annual review and assessment of the quality of audit is carried out through an assessment checklist based on the service provided, quality of the communication and interactions with the external auditors and the independence, objectivity and professionalism.

The Board will seek shareholders’ approval at the 46th Annual General Meeting on the re-appointment of External Auditors of the Company for the financial year ending 30 June 2019.

Uphold Integrity in Financial Reporting

Compliance of Financial Statements with applicable Financial Reporting Standards.

The Board is responsible to ensure that the financial statements of the Group are drawn up in accordance with the provisions of the Companies Act 2016 and applicable approved accounting standards in Malaysia. The Board also ensures that the Group has used appropriate accounting policies for the preparation of its financial statements, which are consistently applied and supported by reasonable and prudent judgement and estimates.

In assisting the Board to discharge its duties on financial reporting, the Audit Committee are entrusted with the responsibilities to uphold integrity in financial reporting. The financial statements are presented to the Audit Committee for its review and recommendation and collectively approved by the Board to ensure that the financial statements present a balanced and fair assessment of the Group’s position.

The Statement by Directors pursuant to Section 251 of the Companies Act 2016 is set out on page 40 and the Statement of Responsibility by Directors pursuant to Paragraph 15.26(a) of the Listing Requirements is on page 8 in this Annual Report. The details of the audited financial statements of the Company are set out on pages 46 to 109 in this Annual Report.

2. RISK MANAGEMENT AND INTERNAL CONTROLS

The Board recognizes the importance of a sound system of internal control to safeguard the shareholders’ investment and the Group’s assets. Additionally, the Group has adopted a Risk Management Framework specified in the Group Risk Management Manual to identify, assess and take appropriate actions to manage and mitigate the impact of on-going and new risks on the Group’s business objectives.

The Group’s Internal Audit Function, which is outsourced to a professional services firm, is an integral part of the assurance process in ensuring that the Group’s system of internal controls is adequate and effective. The outsourced internal audit function reports directly to the Audit Committee.

The Group’s Statement on Risk Management and Internal Control made pursuant to Paragraph 15.26(b) of the MMLR of Bursa Malaysia is separately set out on Pages 29 to 31 of this Annual Report.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

1. COMMUNICATION WITH STAKEHOLDERS

1.1. Corporate Disclosure Policy

The Company’s Corporate Disclosure Policy provides a framework for the Board, management and relevant staff to communicate effectively with shareholders, investors, other stakeholders and the public generally:

  • To raise awareness and provide guidance to the Board and employees of the Group on the
    Company’s disclosure obligations and practices;
  • To provide policies and guidelines in disseminating information to, and in dealing with shareholders, financial analyst, media, regulators and other shareholders;
  • To ensure compliance with applicable legal and regulatory requirements on disclosure of
    material information.

The Corporate Disclosure policy regulates the review and release of information to the stock exchange as well as through the Company’s website, facilitating timely and accurate disclosure of the Company’s affairs.

1.2. Leveraging on Information Technology for Effective Dissemination of Information

The Board recognize the importance of information technology for effective dissemination of information.

The Company’s website has become a key communication channel for the company to reach its shareholders and general public. The Company’s website has a number of sections which provide up-to-date information on Group’s activities, Board Charter, financial results, announcements to Bursa Malaysia Securities Berhad, annual reports and company profiles and other information on the company can be found at www.daiman.com.my to enhance investors and shareholders communication.

2. CONDUCT OF GENERAL MEETING

The Company has been using the Annual General Meeting (“AGM”) usually held in November each year as the principal forum for communicating with the Shareholders. The Notice of AGM is circulated to shareholders at least twenty-one (21) days before the date of the meeting to enable them to go through the Annual Report and papers supporting the resolutions proposed. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf.

In line with Paragraph 8.29A of the Listing Requirements of Bursa Securities, all resolutions put to general meetings will be voted by poll. Independent Scrutineers will be appointed to observe the poll voting process to ensure voting procedures are carried properly by the poll administrator and verify the results of poll voting prior to declaration of result by the Chairman.

A press briefing isheld immediately after the AGM where questions on the Group’s activities and performance from the reporters are answered. Individual briefings to fund managers and financial analysts are also held upon request. In addition, the Group’s website, www.daiman.com.my also serves to provide easy access to information on the Group’s various activities.

This CG Overview Statement was approved by the Board of Directors on 8 October 2018.

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