Corporate Governance Report 2024

STOCK CODE

:

7676

COMPANY NAME

:

G CAPITAL BERHAD

FINANCIAL YEAR

:

December 31, 2024

Application

:

Applied

Explanation

on

:

- The Board is responsible for the oversight and overall effective

application of

the

management of the Company.

practice

- The Board Charter formalises the duties and responsibilities of the

Board, the Board Committees and Management.

- The roles and responsibilities of the Board as set out in the Board

Charter are clear and distinct from that of the Executive Director.

- The Board has oversight on matters delegated to management.

- The Board's principal responsibilities include reviewing and adopting

strategic plans, overseeing conduct of business, risk management

and implementation of internal control procedures.

- The Board has delegated specific responsibilities to the following

committees:-

a) Audit & Risk Committee ("ARC")

b) Nomination Committee ("NC")

c) Remuneration Committee ("RC")

The powers delegated to the committees are set out in the Terms of

Reference of each committee

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Board is led by General (Retired) Tan Sri Dato Sri Haji Affendi bin

application of

the

Buang, who joined the Board and was appointed the Executive

practice

Chairman of the Board on 21 November 2023. The profile of the

Executive Chairman and each Board member of the Company can be

viewed from the Company's Annual Report 2024. The Executive

Chairman is primarily responsible for the leadership, orderly conduct and

effectiveness of the Board. The Executive Chairman is also responsible

for instilling a culture of integrity and internalisation of good governance

practices by the Board as set out in the Board Charter

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Executive Chairman is General (Retired) Tan Sri Dato' Sri Haji

application of

the

Affendi bin Buang, the Executive Chairman is responsible for the orderly

practice

conduct and working of the Board, while the Company has no CEO, the

Executive Director, Datuk Yap Yee Ping is responsible for overseeing

the management of the Group's business operations and implementation

of Board decisions.

The roles of the Chairman and ED are strictly separated to ensure

balance of power and authority and to maintain effective supervision and

accountability of the Board and Executive Management.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

Our Chairman of the Board, General (Retired) Tan Sri Dato' Sri Haji

application of

the

Affendi bin Buang is not a member of the Audit & Risk Committee,

practice

Nomination Committee and Remuneration Committee.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Company Secretaries of the Company are qualified Chartered

application of

the

Secretaries from the Institute of Chartered Secretaries and

practice

Administrators (ICSA) and Members of the Malaysian Institute of

Chartered Secretaries and Administrators (MAICSA) who play significant

role in supporting the Board by providing advice and regularly update on

good governance, board policies and procedures, administrative matters

and corporate compliances. All Directors have unhindered access to the

advice and services of the Company Secretaries appointed by the Board.

The Company Secretaries also ensure that the Board is well informed on

any regulatory requirements and update on the developments in the area

of corporate governance that affect the duties and responsibilities of the

Directors as well as the Company being a public listed company. In this

respect, the Company Secretaries have attended training and seminars

conducted by the regulatory authorities to keep abreast with the relevant

regulatory changes, updates on the MMLR of Bursa Securities and

development in corporate governance.

Deliberations during the Board and Board Committees' meetings were

properly recorded and documented by the Company Secretaries.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

To facilitate the Directors' time planning, the annual meeting calendar is

application of

the

circulated in advance of each new year. The notification provides the

practice

Directors with scheduled dates of meetings of the Board, Board

Committees and Annual General Meeting.

The Company had moved towards electronic Board meetings and Board

Committee papers. The notices of Board and Board Committee meetings

are sent out to the Directors via email at least 5 days prior to the

meetings. All Directors are provided with meeting materials which are

complete and accurate at least 5 days in advance of the meetings to

ensure the Directors have sufficient time to review and request further

explanation and information, if necessary.

The Board members are supplied with information and reports on

financial, operational, corporate, regulatory, business development and

audit matters by way of board reports or upon specific request to enable

them to discharge their duties and responsibilities. All Directors have

access to Management and Auditors for independent view and advice

so as to ensure that they are able to make independent and informed

decisions.

The minutes of meetings are prepared by the Company Secretary,

signed off by the Chairman as an accurate reflection of the Board's or

Committee's deliberation and distributed to all directors/members within

a reasonable timeframe.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Board has in place a Board Charter which is accessible on the

application of

the

Company's website at www.gcapital.com.my. The Board Charter sets out

practice

the composition, roles and responsibilities of the Board, Board

Committees, individual director and management.

The Board will review the said Charter periodically and any

amendments/improvements shall be made thereto as and when the

Board deems appropriate and necessary.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Board has formulated a Code of Conduct and Ethics that defines the

application of

the

standards of conduct that are expected of Directors and employees to

practice

help them make the right decision in the course of performing their jobs

to the highest standards of ethics, integrity and governance.

Details of the Code of Conduct and Ethics which includes policies and

procedures for managing conflicts of interest as well as preventing abuse

of power, corruption and insider trading is accessible for reference at the

Company's website at www.gcapital.com.my.

The Board will periodically review the Code of Conduct and Ethics to

ensure it remains relevant and appropriate.

Explanation

for

:

departure

Application

:

Applied

Explanation

on

:

The Board encourages employees and external parties to report

application of

the

suspected or known misconduct, wrongdoings, corruption and instances

practice

of fraud, waste or abuse involving the resources of the Group. The

Whistle-Blowing Policy established by the Group provides and facilitates

a mechanism for any employee and external parties to report and

disclose suspected malpractice or misconduct and to provide protection

to employees or external parties who report allegations of such practices.

The Whistle-Blowing Policy is available on the Company's website at

www.gcapital.com.my.

Explanation

for

:

departure