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70 KPJ Healthcare Berhad

(Company No. 247079 M)

Annual Report 2010

Statement on

Corporate Governance

(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)

The Board is also responsible to ensure smooth functioning of core processes, board governance, business value and ethical oversight, whilst the Non-Executive Independent Directors will further provide an independent and objective view with effective check and balance in deliberating the above mentioned.

Board Meetings and Supply of Information

The Board meets on a quarterly basis with additional meetings convened for specific matters when necessary. Meetings are scheduled ahead to facilitate Directors’ attendance and for the fnancial year 2010 the meetings were fxed in December 2009. During the year ended 31 December 2010, the Board convened four meetings on the following dates and venues:

Date of

Meeting Description Venue Attendance

25 Feb 58th Board Of KPJ Damansara 8/11 2010 Directors Meeting Specialist Hospital

31 May 59th Board Of Persada Johor 11/11 2010 Directors Meeting

30 August 60th Board Of KPJ Tawakkal 10/11 2010 Directors Meeting Specialist Hospital

30 Nov 61st Board Of KPJ Tawakkal 10/11 2010 Directors Meeting Specialist Hospital

The Board Members remain committed and dedicated in fulflling their duties and responsibilities and this is reflected via their attendance at each Board meeting as listed below:

No Name BOD Attendance

1 Tan Sri Dato’

Muhammad Ali Hashim Chairman 4/4

2 Datin Paduka

Siti Sa’diah Sheikh Bakir Member 4/4

3 Tan Sri Dato’

Seri Arshad Ayub Member 2/4

4 Tan Sri Dato’

Dr Abu Bakar Suleiman Member 3/4

5 Datuk Dr Hussein Awang Member 4/4

6 Datuk Azzat Kamaludin Member 3/4

7 Zainah Mustafa Member 4/4

8 Ahamad Mohamad Member 4/4

9 Dr Kok Chin Leong Member 4/4

10 Dr Yoong Fook Ngian Member 3/4

11 Rozan Mohd Sa’at Member 4/4

All Directors have complied with the minimum of 50% attendance as required by Paragraph 15.05 of the Bursa Malaysia Securities Berhad’s Listing Requirements.

Prior to each meeting, the Board Report will be circulated to all Directors so that each Director has ample time to peruse and review it for further deliberation at the Board meeting. The Board Report includes among others, the following details: • Minutes of meeting of all Committees of the Board • Any matters arising from previous meetings • Business strategies and corporate proposals

• Review of operational matters and financial report of the Group

• Review of clinical and professional services report

• Approval sought for capital expenditure and expansion project reports

• Progress report on risk management and Audit Committee report

• Report of the Registrar

There is also a schedule of matters reserved specifcally for the Board’s decision, including the approval of corporate plans and budgets, acquisition and disposal of assets that are material to the Group, major investments, changes to management and control structure of the Group, including key policies, procedures and authority limits.

The Board is fully aware of its duties and responsibilities with regards to the above and decisions and deliberation at the Board meetings are recorded and minuted by the Company Secretary. All minutes will be confrmed prior to the meetings.

The Directors, whether as a full Board or in their individual capacities, have access to all information within the Company and could where necessary take independent advice at the Group’s expense, in the furtherance of their duties.

All Directors are also entitled to have access to the advice and services of the Company Secretary. In between meetings, the Managing Director meets regularly with the Chairman and other Board Members to keep them abreast of current developments of the Group.

Appointment and re-election of Directors

The number and composition of Board membership are reviewed on a regular basis appropriate to the prevailing size, nature and complexity of the Group’s business operations so as to ensure the relevance and effectiveness of the Board.

The Board is responsible to the shareholders. All Directors appointed during the financial year retire at the Annual General Meeting (“AGM”) of the Company in the period of appointment and are eligible for re-election. In compliance with Paragraph 7.26(2) of the Listing Requirements, all directors shall retire once at least in every 3 years.

In accordance with Article 96 of the Articles of Association of the Company, Datuk Azzat Kamaludin and Ahamad Mohamad, will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.