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annual report 2014
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3.
REINFORCE INDEPENDENCE (cont’d)
The Company is not in compliance with Recommendation 3.5 of the MCCG 2012 which states that the Board should
comprise a majority of independent directors where the Chairman is not an independent director.
The Board recognises a strong independent element of the Board is essential to ensure a balance of power and
authority. The roles and responsibilities of the Chairman and Managing Director/ Chief Executive Officer (“CEO”)
are clearly segregated to further enhance and preserve a balance of authority and accountability. The Chairman
provides overall leadership to the Board, without compromising the principle of collective responsibility for Board’s
decisions; while the Managing Director/CEO focuses primarily on formulation and implementation of business
strategies, oversees the implementation of the Board’s decision and policies, as well as supervises the day to day
management and running of the Group. Also, Directors are required to abstain from deliberations and voting on
decisions concerning transactions which are related to them or of which they have interests in.
The Board is of the opinion that this deviation from the recommendation of the MCCG 2012 will not significantly impair
the corporate governance framework of the Company, and will maintain close monitoring to ensure balance of power
and authority and the Board’s decisions are made with adequate independent supervision. Further enhancement has
been made during the financial year with the appointment of an Independent Non-Executive Director as the Deputy
Chairman for check and balance.
The Nomination Committee upon assessment of the Board’s size and composition are satisfied that the Board’s size
is appropriate given the scale of the Group’s business and operations and the composition is well-balanced with
mix of knowledge, skills and attributes to enable the Board to discharge its duties efficiently.
4.
FOSTER COMMITMENT
4.1 Time Commitment
The Board is satisfied with the level of time commitment allocated by the Directors towards fulfilling their roles
and responsibilities as directors, evidenced by the excellent attendance record of the Directors at the Board
meetings.
Directors are required to submit a timely update of their directorship in other companies to the Company
Secretary as and when there is a change. Such information is used as reference in assessing whether the
Director will be able to allocate sufficient time to fulfil their fiduciary roles and responsibilities effectively.
4.2 Directors Training
All Directors have attended the Mandatory Accreditation Programme (MAP) as required by Bursa Malaysia.
The Board is mindful that appropriate continuous training is essential for the Directors to keep abreast with
the changes and developments in the marketplace and the corporate regulatory framework.
Directors are briefed and updated at the quarterly meetings by the Company Secretary, Internal and/or External
Auditors on relevant amendments to the Listing Requirements of Bursa Malaysia, corporate governance
practices and principles, risk management and internal control approaches, as well as Financial Reporting
Standards.
Statement on Corporate Governance (Cont’d)
