The Board of Directors fully supports the recommendations of the Malaysian Code
on Corporate Governance ("Code") which sets out the broad principles for good
corporate governance and best practices for listed companies.
The Board is committed to applying the recommendations of the Malaysian Code on
Corporate Governance to ensure that good corporate governance is practiced
throughout the Group to effectively discharge its responsibilities to protect
and enhance shareholder value.
The Company has in place a Board Charter that encompasses amongst others the
responsibilities, authorities, procedures and structures of the Board and Board
Committees besides stressing the relationship between the Board and its
management and the shareholders.
The Board has delegated specific responsibilities to three Board Committees;
these are the Audit, Remuneration and Nomination Committees. These Committees
have the authority to examine particular issues and report to the Board with
their recommendations. The ultimate responsibility for the final decision on
most matters lies with the entire Board.
Audit Committee
The members of the Audit Committee consist solely of Non-Executive Directors,
the majority of whom are independent. The independent members are Ms Vimala
Menon as independent Chairman, Tan Sri Suliaman Bin Sujak as independent member.
The Non-Independent Director is Mr Cheah Kim Teck.
The Audit Committee is established as a committee of the Board of Directors. The
primary objectives of the Audit Committee are to:
- Provide assistance to the Board in fulfilling its
statutory and fiduciary responsibilities for examinations of the Company and its
subsidiaries (the "Group") and in monitoring the Group's management of
business/financial risk processes and accounting and financial reporting
practices;
- Determine that the Group has adequate
administrative, operational and internal accounting controls and that the Group
is operating in accordance with its prescribed procedures, codes of conduct and
applicable legal and regulatory requirements;
- Serve as an independent and objective party in the
review of the financial information presented by management for distribution to
shareholders and the general public; and
- Provide direction and oversight over the internal
audit function and the external auditors to enhance their independence from
management.
Remuneration Committee
The Remuneration Committee recommends to the Board the framework of executive
remuneration and its cost, including the remuneration package for the Executive
Director. The Remuneration Committee also recommends the framework of fees
payable to Non-Executive Directors. The Remuneration Committee may draw on the
expertise of consultants before making recommendations to the Board. The final
remuneration package offered to the Executive Director and the fees payable to
Non-Executive Directors are the responsibilities of the entire Board.
Nomination Committee
The primary function of the Nomination Committee is to recommend to the Board,
candidates for directorships of the Company and its subsidiaries and Directors
to fill the seats on Board Committees.
In addition, the Nomination Committee assesses the effectiveness of the Board,
Board Committees and contributions of each individual Director. It also ensures
an appropriate framework and plan for Board and management succession.
The Nomination Committee reviews annually and recommend to the Board the
structure, size, balance and composition of the Board and Committees. This will
require a review of the required mix of skills and experience including core
competencies which Non-Executive Directors should bring to the Board and other
qualities for the Board to function effectively and efficiently.
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