The Board of Directors is committed towards adhering to the requirements and guidelines as per the Malaysian Code on Corporate Governance 2012 (Code) as well as the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad and strives to adopt the substance behind the corporate governance prescriptions and not merely the form.
This statement describes the practices that the Company had taken with respect to each of the key principles and the extent of its compliance with the Code during the financial year.
Board of Directors
Composition of the Board and Board Balance
The Board comprises of a Chairman/Managing Director, an Executive Director, two (2) Independent Non-Executive Directors and a Non-Independent Non-Executive Director. Furthermore, the Board comprises at least one third of Independent Non-Executive Directors as required by the MMLR of Bursa Malaysia Securities Berhad. The names and profile of the Directors are stated in the Director’s profile of this Annual Report.
The roles of the Chairman and Group Managing Director are held by the same Director. This departs from Recommendation 3.4 of the MCCG 2012 which stipulates that the positions of Chairman and Chief Executive Officer / Managing Director should be held by different individuals, and the Chairman must be a Non-Executive member of the Board.
The Board believes that for its current size, it is more expedient for the two (2) roles to be held by the same person as long as there are pertinent checks and balance to ensure no one person in the Board has unfettered powers to make major decisions for the Company. As such, the Board is of the view that the significant composition of Independent Non-Executive Directors, which is made up of 40% of the current Board’s size, provides for the relevant checks and balance.
The Chairman is responsible for ensuring the adequacy and effectiveness of the Board’s governance process and acts as a facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters being deliberated and that no Board member dominates the Board discussion. As the Group Managing Director, supported by fellow Executive Director, he implements the Group’s strategic initiatives, policies and decision adopted by the Board and oversees the operations and business development of the Group.
The members of the Board have a wide range of skills and experience which bring a wealth of expertise to the leadership of the Group.
The mix of directors on the Board is broadly balanced to reflect the interests of major shareholders, management and minority shareholders. There is no one member of group which dominates the decision making processes that the Board undertakes. Furthermore, the number of Independent Directors ensures that issues of performance, strategy, compliance and resources are discussed and examined in depth in order to take into consideration the long-term interest of the Group’s stakeholders. This framework enables the direction of the Group’s affairs to be firmly in the Board’s control.
The Board, through the Nomination Committee will take steps to ensure that women candidates are sought as part of its gender diversity and recruitment exercise. Selection of women candidates to join the Board will be, in part, dependent on the pool of women candidates with the necessary skills, knowledge and experience. The ultimate decision will be based on merit and contributions the candidate brings to the Board. The Company currently has 2 (two) female Directors on the Board.