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BOARD COMMITTEES

Board and Management Committees

The Board as part of its leadership role coordinates and delegates specific responsibilities to several Committees to facilitate the operations of the Group at Board and Management level. Each committee has written terms of reference defining their scope, powers and responsibilities. These Committees have the authority to examine particular issues and report back to the Board with their recommendations.

The ultimate responsibility for the fnal decisions and recommendations on all matters emanating from these Committees, however, lies with the entire Board.

The Commi ttees are divided into Board and Management Committees.

The Board Committees comprises four main Committees: • Audit Committee • Building Committee • Medical Advisory Committee

• Nomination and Remuneration Committee

The Management Committees comprises one main Committee: • Executive Committee

1. Board Committees Audit Committee (AC)

The Audit Committee is chaired by Tan Sri Dato’ Seri Arshad Ayub and comprises 3 other members of whom all are Independent Non-Executive Directors. The Committee meets on a scheduled basis at least 4 times a year.

Pursuant to paragraph 15.15 of the Listing Requirements of Bursa Securities, the Audit Committee Report for the fnancial year, which sets out the composition, terms of reference and a summary of activities of the Audit Committee, is contained on pages 84 to 87 of this Annual Report.

Building Committee (BC)

In line with the extensive development of new and existing hospital buildings, the Board had on 31 May 2010 resolved to establish the BC. The main purpose of the Committee is to oversee the timeline and costing of each project undertaken by the Group and to address any issues relating to these projects.

The Committee is chaired by Dr Yoong Fook Ngian and comprises 2 other members, Datin Paduka Siti Sa’diah Sheikh Bakir and Rozan Mohd Sa’at. The Committee meets on a scheduled basis at least 4 times a year and all reports and minutes of the meeting will be escalated to the Board.

Medical Advisory Committee (MAC)

The Committee’s role is to ensure that the best clinical governance activities and guidelines are being practiced by the Group. The Committee meets on a scheduled basis at least 4 times a year and was chaired by the Chairman of MAC, Tan Sri Dato’ Dr Abu Bakar Suleiman.

The functions and activities carried out by the Committee are set out under the Medical Advisory Committee Report on pages 88 to 94 of this Annual Report.

Nomination and Remuneration Committee (NRC)

Previously, the Nomination and Remuneration Committee (NRC) for all listed subsidiaries of Johor Corporation (JCorp) were centralised at the holding corporation level. The Board had on 28 February 2011 resolved to establish its own NRC and with the establishment of the Company’s NRC, the functions and responsibilities of the Company’s NRC previously vested with JCorp Group NRC are now dissolved.

The Board is of the view that the composition of the NRC meets the objectives and principles of the corporate governance.

The terms of reference of the NRC are as follows: 1. Purpose

The NRC is establ ished primari ly for the fol lowing

purposes: a) Nomination

• Identify and recommend candidates for Board

directorship;

• Recommend directors to fll the seats on Board

Committee;

• Evaluate the effectiveness of the Board and Board

Committee (including the size and composition) and contributions of each individual director; and • Ensure an appropriate framework and plan for

Board succession.

A. Remuneration

• Provide assistance to the Board in determining

the remuneration of executive directors, Managing Director and Senior Management. In fulflling these responsibilities, the NRC is to ensure that executive directors and applicable senior management of the Company:

– Are fai r ly rewarded for thei r individual

contribution to overall performance;

– Are compensated reasonably in light of the

Company’s objectives; and

– Are compensated similar to other companies. • Establ ish the Managing Director’s goals and

objectives; and

• Review the Managing Director’s performance

against the goals and objectives set.

2. Membership

The NRC shall consist of the following members: a) Kamaruzzaman Abu Kassim – Chairman

b) Zainah Mustafa – Independent Non-Executive Director c) Datin Paduka Siti Sa’diah Sheikh Bakir – Managing

Director