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52 I 2020 ANNUAL REPORT I gOvERNANCE

CORPORATE gOvERNANCE OvERvIEW STATEmENT

Separation of Positions of the Chairman and Board Charter
Chief Executive Officer
The Board reviews and evaluates the adequacy of its Board
Mr Wang, YouDe continues to hold the position of Chairman Charter on a regular basis to ensure that there is clarity in
of the Board and is responsible for instilling good corporate the roles and responsibilities of the Board, its Committees,
governance practices, leadership and effectiveness of the individual Directors, the relationship between the Board and
Board. The roles of the Chairman and the CEO are distinct and Management and issues reserved for the Board.
separate, and the positions are held by different individuals.
The Board Charter was updated on 18 August 2020 to include
Mr Erkki Tapio Ranta is the CEO of the Company, having the role and function of the BWC, which was formed in
assumed his position with effect from 1 March 2020. He is not, November 2019, and is published on the Company’s website
and has never been, a member of the Board. at www.hrc.com.my.

Company Secretary Code of Conduct

The Company is supported by two (2) professionally qualified The Company continues to enforce strict compliance to its
and competent Company Secretaries who provide, amongst Code of Conduct, which provides information and guidelines for
others, advisory services to the Board on their roles and the Company to achieve its business principles and core values
responsibilities, corporate disclosures, corporate governance in the conduct of its businesses and operations. The Code of
issues, compliance with relevant policies and procedures, Conduct addresses areas which include, but is not limited to,
laws and regulatory requirements, and assist the Board in unethical behaviour, conflict of interests, breach of laws and
applying governance practices to meet the Board’s needs and regulations, insider dealing, use of information technology and
stakeholders’ expectations. electronic communications, data privacy, intellectual property,
information and records management, disclosures and business
Access to meeting materials communication.
The notices and agenda of meetings and the relevant board In addition to the Code of Conduct, the Company’s Anti-Bribery
papers are circulated to members of the Board and Board & Corruption & Anti-Money Laundering Manual (ABC & AML
Committees at least five (5) working days prior to the meeting Manual) further solidifies the Company’s proactive measures
to ensure that there is sufficient time and information for its in ensuring that its employees and business partners comply
members to review and evaluate the matters to be deliberated with laws and regulations that prohibit bribery, corruption and
at meetings. money laundering.
The Company uses an online collaborative software to facilitate In FY2020, the Company implemented an Office Automation
the effective distribution of board meeting materials and allow (OA) application which made it convenient for employees,
Board members to easily access, review and comment on the who were compulsorily required to register gifts received from
Board papers securely. business partners and declare any conflicts of interests, to do
so via the platform. Approvals for such gifts and conflicts were
For FY 2020, the Board opined through its Board Effectiveness
Assessment (BEA FY2020) that it would like to see continued also granted and recorded through the OA, making it easy for
improvements to the quality of the content and timeliness the Company’s officers to track and review compliance of the
of circulation of board papers and meeting minutes, so that Company’s policies.
effective board discussions and decision-making can be achieved. Both the Code of Conduct and ABC & AML Manual are
accessible on the Company’s website at www.hrc.com.my.