Annual Report 2016
39
Each year, the Board, through the Nominating Committee, reviews the Board and Board Committee’s effectiveness. These
assessments are used to facilitate the Nominating Committee’s evaluation of performance of the Board as a whole, its
Committees and the contribution of each individual Director.
The Nominating Committee upon its annual assessment carried out for financial year 2016, was satisfied that:
•
the size and composition of the Board is optimum with an appropriate mix of knowledge, skills, attributes and core
competencies;
•
the Board has been able to discharge its duties professionally and effectively in consideration of the scale and breadth
of the Company’s operations;
•
all the Directors continue to uphold the highest governance standards in their conduct and that of the Board;
•
all the members of the Board are well qualified to hold their positions as Directors of the Company in view of their
respective depth of knowledge, skills and experience and their personal qualities;
•
the Independent Directors comply with the definition of Independent Director as defined in the Main Market Listing
Requirements;
•
the Directors are able to devote sufficient time commitment to their roles and responsibilities as Directors of the
Company as reflected by their attendance at the Board meetings and Board Committee meetings.
The Articles of Association of the Company provide that one third of the Board members are required to retire at every
Annual General Meeting and be subjected to re-election by shareholders. Newly appointed directors shall hold office until
the next annual general meeting and shall be subjected to re-election by the shareholders. The Articles of Association
provided that all Directors shall retire once every three years.
Directors over seventy (70) years of age are required to submit themselves for re-appointment by the shareholders annually
in accordance with Section 129(6) of the Companies Act, 1965. The resolution must be passed by a majority of not less
than ¾ of such members of the Company present and voting who, being so entitled to do so, vote in person or by proxy at
the General Meeting of the Company.
The Terms of Reference for the Nominating Committee is available in the Board Charter which can be assessable from the
Company’s website.
Remuneration Policies and Procedures
The members and attendance of the Remuneration Committee during the year were:
No. of meeting attended
YM Tengku Dato’ Zainal Rashid Bin Tengku Mahmood 1/2
- Chairman, Independent Non-Executive Director
Chieng Ing Huong, Eddy 2/2
- Senior Independent Non-Executive Director
Chia Song Kun 2/2
- Group Managing Director
Tan Bun Poo, Robert (Appointed on 1 January 2016) 1/1
- Independent Non-Executive Director
The policy on Directors’ remuneration practiced by the Company is to provide the remuneration packages necessary to
attract, retain and motivate Directors of the quality required to manage the business of the Company. The remuneration
packages of the Executive Director are structured to commensurate with the experience, knowledge and professional skills
of the Executive Director and are also structured so as to link rewards with corporate and individual performance in the
case of the Executive Director.
The Company takes into consideration information by independent consultants (where applicable) and survey results on
the remuneration practices of comparable companies, including its financial performance in determining the remuneration
packages of its Directors.
Corporate Governance Statement
(Cont’d.)
