Annual Report 2016
41
PRINCIPLE 3: REINFORCE INDEPENDENCE
Annual Assessment of Independent Directors
The existence of Independent Directors on the board by itself does not ensure the exercise of independent and objective
judgment as independent judgment can be compromised by, amongst others, familiarity or close relationship with other
board members.
Therefore, the Board with assistance from Nominating Committee will undertake to carry out annual assessment of the
independence of its Independent Directors and focus beyond the Independent Director’s background, economic and family
relationships and consider whether the Independent Director can continue to bring independent and objective judgment to
board deliberations.
The Nominating Committee had conducted an evaluation of level of independence of the Independent Non-Executive
Directors of the Company through the Directors’ self evaluation. The Board has received confirmation in writing from all the
Independent Directors of their independence based on the criterias in line with the definition of “Independent Director”
prescribed by the MMLR. The Board is satisfied with the level of independence of the Independent Non-Executive Director.
Tenure of an Independent Director
The Board is of the view that the length of service of Directors does not affect the Directors in excising their objective and
independent judgement to discharge their duties and responsibilities. The Board in its Charter had provided that upon
completion of nine (9) years, an Independent Director may continue to serve the Board as an Independent Director subject
to the assessment of the Nominating Committee, justification by the Board of Directors and approval of the shareholders.
Shareholders’ Approval for Retaining Independent Director exceeding 9 years service
The Board will justify and seek shareholders’ approval to retain 2 of its Independent Directors who has served in that
capacity for more than nine (9) years. The Board have assessed, reviewed and determined that the independence of
YM Tengku Dato’ Zainal Rashid, who has served on the Board for 16 years and Mr Eddy Chieng, who has served on the
Board for 14 years, remain objective and independent based on the following justifications:-
•
they have fulfilled the criteria under the definition of Independent Director pursuant to the Main Market Listing
Requirements of Bursa Malaysia;
•
they have ensured effective check and balance in the proceedings of the Board and the Board Committees;
•
they have actively participated in the Board deliberations, provided objectivity in decision making and an independent
voice to the Board and contributed in preventing Board domination by any single party;
•
they have devoted sufficient time and attention to their responsibilities as an Independent Non-Executive Director of
the Company; and
•
they have exercised their due care in the interest of the Company and shareholders during their tenure as an
Independent Non-Executive Director of the Company.
Separation of Positions of Chairman and Group Managing Director (“GMD”)
The positions of Chairman and GMD are held by different individuals and the Chairman is an Independent Non-Executive
Director of the Board and there is a clear division of responsibilities of these individuals to ensure a balance of authority
and power. The Board is led by YM Tengku Dato’ Zainal Rashid Bin Tengku Mahmood, the Independent Non-Executive
Chairman and Executive Management is led by the GMD, Dr Chia Song Kun. Their roles and responsibilities were defined
in the Board Charter.
Composition of the Board
As at the date of this statement, the Board consists of eleven members; comprising one Independent Non-Executive
Chairman, one GMD, six Executive Directors and three Independent Non-Executive Directors.
The Board will ensure that its size and composition is optimum and well balanced, which is consistent with the size of the
Group and its operation. At least
⅓
of the Board, or two (2) members, whichever higher, shall consist of Independent Non-
Executive Directors when the number of directors of the listed issuer is not 3 or a multiple of 3 then the number nearest to
⅓
is used. The Company’s Articles of Association allows a minimum of 2 and maximum of 15 Directors.
Corporate Governance Statement
(Cont’d.)
