Annual Report 2016
37
Corporate Governance Statement
(Cont’d.)
The Board is regularly updated and informed of any relevant regulations and guidelines issued by the regulatory authorities.
The Company Secretary gives clear and sound advice on the measures to be taken and requirements to be observed by
the Company and the Directors arising from new requirements issued by the regulatory authorities. The Company Secretary
briefs the Board on proposed contents and timing of material announcements to be made to Bursa Malaysia. She also
serves notices to the Directors and Principal Officers on the closed periods for trading in the Company’s shares, in
accordance with the black-out periods for dealing in the Company’s securities pursuant to the Main Market Listing
Requirements.
The Company Secretary attends and ensures that all Board meetings are properly convened, and that accurate and proper
records of the proceedings and resolutions passed are maintained in the minutes book at the registered office of the
Company. The Company Secretary is also responsible for the operations of the secretariat functions, including lodgement
with relevant statutory and regulatory bodies, the administration of Board and Board Committee meetings.
Board Charter
The Board Charter sets out the roles and responsibilities of the Board and Committees, and the rights, process and
procedures of the Board includes the list of matters reserved for collective decision of the Board. It is drafted in accordance
with the principles and recommendations of MCCG, fundamental requirements of provisions in the Companies Act, 1965,
Bursa Listing Requirements, Articles and Association of the Company and other applicable rules and regulations.
The Board Charter will be periodically reviewed and updated as and when deemed necessary and upon any new regulations
that may have impact on the discharge of the Board’s responsibilities.
The Board Charter covers the following key areas:-
•
Roles of the Board, Individual Director, Executive and Non-Executive Director, Senior Independent Director, Chairman
and Group Managing Director;
•
Board Committees;
•
Company Secretary;
•
Composition and Board balance;
•
Board process including Directors’ Code of Conduct.
The Board has recently established a Whistleblower Policy aimed to encourage employees or any parties to disclose any
malpractice or misconduct of which they have become aware of and to provide protection for the reporting of such alleged
malpractice or misconduct.
PRINCIPLE 2: STRENGTHEN COMPOSITION
The Board of Directors delegates specific responsibilities to the respective Committees of the Board namely, the Nominating
Committee, the Remuneration Committee, the Audit Committee, the Executive Committee and the Risk Management
Committee, all of which have their terms of reference to govern their respective scopes and responsibilities.
Nominating Committee
The Nominating Committee was established on 18 February 2002. The Committee consists entirely of Non-Executive
Directors, all of whom are independent and chaired by the Board Chairman. The members and attendance during the year
were:
No. of meeting attended
YM Tengku Dato’ Zainal Rashid Bin Tengku Mahmood 2/3
- Chairman, Independent Non-Executive Director
Mr. Chieng Ing Huong, Eddy 3/3
- Senior Independent Non-Executive Director
Mr. Tan Bun Poo, Robert (Appointed on 1 January 2016) 1/1
- Independent Non-Executive Director
