Page 71 - ar2010

69

Subsequent to the fnancial year end, Kamaruzzaman Abu Kassim, who was appointed as the new President and Group CEO of JCorp on 1 December 2010, was appointed as Director and Chairman of the Company on 3 January 2011 and 12 January 2011, respectively.

Prior to his appointment as the President and Group CEO of JCorp, from 29 July 2010 until 30 November 2010 he was the acting President and Group CEO for JCorp. He carried with him vast experience within the corporate business and has been with the JCorp Group since December 1992. Before the appointment he has held many positions within the JCorp Group, among others were Chief Operating Officer, Senior Vice President-Corporate Services and Finance, Managing Director and Executive Director of Damansara Realty Bhd, a JCorp’s company listed on the Bursa Malaysia Securities Bhd. He is also a Director and Chairman of other listed companies within the JCorp Group, Kulim Bhd, QSR Brands Bhd, KFC Holdings (Malaysia) Bhd and Sindora Bhd.

Other than actively involved in the corporate business, he also contributed signifcantly to the development of the JCorp Group’s commitment towards Corporate Social Responsibility. He is also a director in Waqaf An-Nur Corporation Bhd, an Islamic endowment institution that spearheads JCorp Group’s Corporate Responsibility programmes, including the unique Corporate Waqaf Concept initiated by JCorp.

He also sits as Director of Damansara REIT Managers Sdn Bhd. Besides that, he is also the Chairman and/or Director of several other companies within the JCorp Group.

The current Chairman has never held the position of Managing Director of the Company.

The Managing Director of the Company, Datin Paduka Siti Sa’diah Sheikh Bakir, began her career with JCorp and has been directly involved with JCorp’s Healthcare Division since 1978. She has the principal responsibility of implementing the policies and decisions approved by the Board and progressively reports and communicates all strategic and operational matters to the Board for decision-making purposes.

The Board has also developed and approved the corporate objectives for 2011, for which the Managing Director is responsible to achieve.

Terms of Reference

Terms of reference have been developed for both the Board and Management, defining their respective authorities, duties and responsibilities, and this is covered by the Group’s Code of Conduct and Business Ethics. While the Chairman encourages full discussion and deliberation of issues affecting the Group by all Board Members, the Board has appointed Tan Sri Dato’ Seri Arshad Ayub, the Senior Independent Non-Executive Director, to whom concerns pertaining to the Group may be conveyed by shareholders and other stakeholders.

Board Responsibility

In discharging their duties and responsibilities, the Board ensures that all decisions made are in the best interests of the Company and stakeholders. The key duties of the Board include the following: • Review and adopt the business strategic plans for the Group. The strategic and business plan for the period 2011 – 2015 was tabled, discussed and approved by the Board at its meeting on 28 February 2011. Additionally, on an ongoing basis as need arises, the Board will assess whether projects, purchases and sale of equity as well as other strategic consideration being proposed at Board meetings during the year are in line with the objectives and broad outline of the adopted strategic plans.

• Oversee and review the Group’s annual budget, operational and fnancial performance on a periodic basis against the budget. At Board meetings, all operational matters will be discussed and appropriate consultation will be sought if necessary. Where and when available, the performance of the Group will be benchmarked and compared against the performance of its competitors.

• Ident i fy and manage pr incipal r isks and ensure the implementation of appropriate systems to manage these risks. Various committees in relation to clinical and professional risk were set up and the functions of each committee are disclosed in pages 75 to 77.

• Succession planning, including appointing, training and fxing the compensation of, and where appropriate, replacing senior management. The Board will deliberate on the latest plans and actions taken in respect of the succession planning as provided by the Group Human Resources Services. More importantly, after several years of continuous efforts in emphasizing and communicating the importance of succession planning, the subject has now become an ongoing agenda being reviewed and discussed at various high-level management and operational meetings of the Group. An overview of the Group Human Resource and its importance to the Group are mentioned on page 30 to 32 of this Annual Report.

• Develop and implement investors’ relations programmes or shareholder communications policy for the Group. The Group has introduced many activities with regards to engagement and communication with investors to ensure that they are well informed about the Group affairs and developments. Details of investors’ activities are disclosed on page 78 of this Annual Report.

• Review the adequacy and integrity of the internal controls of the Group and management information systems, including compliance with applicable laws, regulations, rules, directives and guidelines. The Board’s function as regard to fulfilling these responsibilities effectively are supported and reinforced through the various Committees established at both the Board and Management’s level. Aided by an Independent function of the Group Internal Audit Services, the active functioning of these Committees through their regular meetings and discussions would provide a strong check and balance and reasonable assurance on the adequacy of the Group’s internal controls. Details of these functions are discussed in the Internal Control Statement and Audit Committee report in this Annual report.