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Corporate Governance


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    Governance

  : Corporate 



























































































































































Introduction

The Company is committed to good corporate governance practices and fair and equitable conduct in its interaction with all stakeholders and subscribes to the principles and recommendations set out in the Malaysian Code on Corporate Governance 2012 (“Code”). 

 

The Board

The Board of Directors is nominated by the shareholders and holds the ultimate decision making authority, except for matters reserved by law or by the Company’s Articles of Association to the shareholders. Formal processes and structures are in place to assist the Board in carrying out its responsibilities and its decisions are normally taken as a whole.

The Board oversees the business affairs of the Group. It approves strategic plans, key business initiatives as well as major investment and funding decisions. It also reviews financial performance, determines compensation and succession plans for senior management and ensures adequate internal controls. These actions are carried out either directly by the Board or through the Board Committees.

The role, composition and responsibilities of the Board embodying the principles of the Code are set out in the Board Charter.

Click here to view the Board Charter



Board Committees


Assisting the Board are six Board Committees, namely the Group Executive, Audit, Nominating, Remuneration, Risk Management and Share Buy-Back (details of which are provided below). On a day to-day basis, the Board delegates the conduct of operating matters to its Chief Executive Officer (“CEO”).

The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference.

GROUP EXECUTIVE COMMITTEE

The Group Executive Committee comprises the following directors :

Chairman 
Lee Meng Tat

Members
Anthony Cheong Fook Seng
Lee Kong Yip
Y.Bhg. Dato’ Jorgen Bornhoft
Hui Choon Kit

The Group Executive Committee (“Group EXCO”) is tasked with formulating strategic direction and initiatives to deliver long term shareholder value creation, oversee management performance and provide direction and guidance to management. To achieve its objectives, the Group EXCO, among others, reviews the long term objectives of the Company and the Group in addition to reviewing and recommending annual budgets and long term business plans for adoption by the Board.

Terms of Reference of Group Executive Committee



REMUNERATION COMMITTEE

The Remuneration Committee comprises the following directors :

Chairman
Y.A.M. Tengku Syarif Bendahara Perlis Syed Badarudin Jamalullail

Members
Lee Meng Tat
Lee Kong Yip
Y.Bhg. Dato’ Anwarrudin bin Ahamad Osman

The Remuneration Committee comprises four Non-Executive Directors. Responsible for reviewing succession planning as well as remuneration policies and practices of the Group, the Remuneration Committee also supervises the allocation of share options and award of shares to employees under the Group’s ESOS Scheme and Share Grant Plan. 

AUDIT COMMITTEE

The Audit Committee comprises the following directors :

Chairman
Siew Kah Toong

Members
Y.Bhg. Dato’ Anwarrudin bin Ahamad Osman
Y.Bhg. Dato’ Johan Tazrin bin Hamid Ngo
Hui Choon Kit

The Audit Committee assists the Board in reviewing and monitoring the integrity of the Group’s reporting process, the system of internal controls, audit process and compliance with legal and regulatory matters.

Terms of Reference of Audit Committee



NOMINATING COMMITTEE

The Nominating Committee comprises the following directors :

Chairman
Y.Bhg. Dato’ Anwarrudin bin Ahamad Osman

Members
Lee Meng Tat
Y.A.M. Tengku Syarif Bendahara Perlis Syed Badarudin Jamalullail

The Nominating Committee is tasked with reviewing recommendations for appointments to the Board and Board Committees. It comprises three Non-Executive Directors, two of whom are independent. The Directors also reviewed and kept abreast of developments in the area of Board performance assessment. A formal evaluation process is in place to assess the effectiveness of the Board as a whole.

Terms of Reference of Nominating Committee



RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises the following directors :

Chairman
Lee Kong Yip

Members
Anthony Cheong Fook Seng
Y Bhg. Dato’ Dr. Mohd Shahar bin Sidek
Y.Bhg. Dato’ Jorgen Bornhoft

A Risk Management Committee was formed in June 2013 to assist the Board in carrying out its responsibilities of overseeing the Company’s risk management framework and policies, and ensuring that management maintains a sound system of risk management and internal controls.

Terms of Reference of Risk Management Committee



SHARE BUY-BACK COMMITTEE

The Share Buy-Back Committee comprises the following directors :

Chairman
Y.A.M. Tengku Syarif Bendahara Perlis Syed Badarudin Jamalullail

Members
Lee Kong Yip
Y.Bhg. Dato’ Anwarrudin bin Ahamad Osman
Y.Bhg. Datuk Seri Dr. Nik Norzrul Thani bin N. Hassan Thani

The Share Buy-Back Committee comprises three Non-Executive Directors, is entrusted with recommending to and implementing the decision of the Board on share buy-back within certain perimeters.

Terms of Reference of Share Buy-Back Committee



Shareholder and Investor Relations 

The Board recognises the need for and the importance of effective communication with shareholders and the investment community. Annual General Meeting (“AGM”) is especially important for individual shareholders as it provides the main forum for direct dialogue with the Board. 

Two results briefings are conducted for investment analysts and the media in each financial year. Apart from publishing the results in the print media, Bursa Malaysia Securities Berhad also provides for the Company to electronically publish all its announcements, including the full version of its quarterly results and Annual Reports.

These can be accessed online through Bursa Malaysia’s Internet web-site at this link

 

Accountability and Audit

Financial Reports

In reviewing all the published annual and quarterly financial statements during the financial year, the Directors took due care and reasonable steps to ensure that the requirements of accounting standards and relevant regulations were fully met. Their presentation reflects a balanced assessment of the Group’s performance and prospects.


Internal Controls and Risk Management

The Directors acknowledge their responsibility for the Group’s system of internal controls, which is designed to protect shareholders’ investments and the assets entrusted under its custody.

The system was intended to provide reasonable (but not absolute) assurance against material financial mis-statement or loss. It includes formal policies and operating procedures in relation to the safeguarding of assets, maintenance of proper accounting records, reliability of financial information and compliance with applicable legislation, regulation and best practice. It also includes the identification and containment of business risks.

The Group has well-established internal audit and compliance functions. Formal procedures are in place for both internal and external auditors to report independently on their findings and make the appropriate recommendations to the management and the Audit Committee.