The Board of Directors fully supports the recommendations of the Malaysian Code on Corporate Governance 2012 ("Code") which sets out the broad principles and recommendations for good corporate governance and best practices for listed companies.
The Board is committed to applying the recommendations of the Code to ensure that good corporate governance is practiced throughout the Group to effectively discharge its responsibilities to protect and enhance shareholders' value.
The Company has in place a Board Charter that sets out, amongst others, the responsibilities, authorities, procedures, evalutions and structures of the Board and Board Committees as well as the relationship between the Board with its Management and shareholders.
The Board has delegated specific responsibilities to three Board Committees, namely the Audit, Remuneration and Nomination Committees. These Committees have the authority to deal with particular issues and report to the Board with their recommendations, if any. The ultimate responsibility for the final decision on recommendations lies with the entire Board.
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 Chairperson and Tan Sri Dato' Sulaiman Bin Sujak as member. The Non-Independent Director is Mr Teng.
The Audit Committee is established as a committee of the Board of Directors. The primary objectives of the Audit Committee are to:
The Remuneration Committee recommends to the Board the framework of executive remuneration and its cost, including the remuneration package for the CEO. 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 decision on any remuneration package offered to the CEO and the fees payable to Non-Executive Directors are the responsibilities of the entire Board.
The Nomination Committee is responsible for identifying and recommending suitable candidates to the Board for approval, for appointments on the Board of the Company and its subsidiaries, either to fill vacancies or as additions to meet the changing needs of the Group.
In addition, the Nomination Committee assesses the effectiveness of the Board and Board Committees, contributions and performance of each individual Director, as well as the CEO, and the independence of the Independent Directors. It also ensures an appropriate framework and plan for Board and Management succession for the Group.
The Nomination Committee conducts an annual review and recommends to the Board the structure, size, balance and composition of the Board and Board Committees. This requires 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.