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sustainability & governance
Annual Report 2017
57
3.
REINFORCE INDEPENDENCE
a.
Composition and Board Balance
At the date of this statement, the Board consists of five (5) members, comprising four (4) Non-Executive Directors (three
of whom are independent) and one (1) Managing Director. The composition of the Board is in compliance with Paragraph
15.02 of the MMLR as more than one third of its members are independent directors.
The Board is satisfied that in view of the size of the Group and its business operations, the size of the Board is optimum
for effective deliberations at Board meetings and efficient conduct of Board meetings, and is balanced with appropriate
mix of experience, skills, knowledge, attributes and core competencies to enable the Board to effectively discharge its
responsibilities and perform its functions.
There is a distinct and clear division of responsibility between the Chairman and the Managing Director to ensure a strict
balance of power and authority. The Chairman, an Independent Non-Executive Director, is responsible for the governance
and leadership of the Board, ensuring its effectiveness and orderly conduct. The Managing Director, assisted by senior
management, is overall responsible for the day-to-day management of the Group’s operations and businesses as well as
the implementation of Board policies and decisions. The Managing Director, by virtue of his position as a Board member,
also functions as the intermediary between the Board and senior management. The responsibilities and authorities between
the Chairman and the Managing Director are also clearly outlined in the Company’s Board Charter, which is available on
the Company’s website.
Encik Rezal Zain bin Abdul Rashid is the Company’s Senior Independent Director, to whom any concerns pertaining to the
Company may be conveyed. He is also responsible to receive reports from employees or third parties for the purpose of
whistleblowing in accordance with the Group’s Whistleblowing Policy.
The Non-Executive Directors support the skills and experiences of the Managing Director, contributing to the formulation of
policy and decision-making through their knowledge and experience of other business and sectors. They provide unbiased
and independent views and the presence of these Independent Directors fulfil a pivotal role of corporate accountability.
b.
Independence of Directors
Currently, three (3) Board members are Independent Non-Executive Directors who are able to exercise independent
judgement on issues of strategy, performance and resources of the Group. The Independent Non-Executive Directors
do not engage in the day-to-day management of the Group and do not participate in any business dealings and are
not involved in any other relationship with the Group that could reasonably be perceived to materially interfere with their
exercise of independent judgement. This is to enable the Independent Non-Executives to discharge their duties and
responsibilities effectively and to avoid any conflict of interest situations. The Independent Non-Executive Directors also
provide independent and objective views, assessment and suggestions in deliberations of the Board, and ensure effective
check and balance in the functioning of the Board.
As at the date of this statement, Encik Rezal Zain bin Abdul Rashid, Dato’ Adnan bin Shamsuddin and Datuk Alias bin
Ali, who are the Independent Non-Executive Directors of the Company have served on the Board for a cumulative term of
more than 9 years. They have completed a self-assessment checklist on independence and provided written declaration
to the Nomination Committee and the Board confirming that they continue to fulfil the criteria of independence as set out
in the MMLR.
statement on corporate governance