Page 78 - ar2010

76 KPJ Healthcare Berhad

(Company No. 247079 M)

Annual Report 2010

The appointment of an NRC member terminates when the

member ceases to be a director of the Company.

The NRC shall have no executive powers.

In the event of equality of votes, the Chairperson of the NRC

shall have a casting vote. In the absence of the Chairperson of the NRC, the members present shall elect one of their members to chair the meeting.

The NRC shall meet at least once a year. Additional meetings

shall be scheduled as considered necessary by the NRC or Chairperson. The NRC may establish procedures from time to time to govern its meeting, keeping of minutes and its administration.

The NRC shall have access to such information and advice,

both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Company. The NRC may request other directors, members of management, counsels and consultants as applicable to participate in NRC meetings, as necessary, to carry out the NRC’s responsibilities. Non-NRC directors and members of management in attendance may be required by the Chairperson to leave the meeting of the NRC when so requested.

The Secretary of the NRC shall be the Company Secretary.

NRC meeting agendas shall be the responsibility of the NRC Chairperson with input from the NRC members. The Chairperson may also request management to participate in this process. The agenda of each meeting including supporting information shall be circulated to the NRC members and all those who are required to attend the meeting prior to each meeting.

The NRC shall cause the minutes to be duly entered in

the books provided for the purpose of all resolutions and proceedings of all meeting of the NRC. Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting, and if so signed, shall be the conclusive evidence without any further proof of the facts thereon stated.

The NRC, through its Chairperson, shall report to the

Board at the next Board of Directors’ meeting after each NRC meeting. When presenting any recommendation to the Board, the NRC shall provide such background and supporting information as may be necessary for the Board to make an informed decision. The NRC shall provide such information to the Board as necessary to assist the Board in making a disclosure in the Annual Report of the Company in accordance with the Best Practices of the Code Part 2 AAIX.

The Chairperson of the NRC shall be available to answer

questions about the NRC’s work at the Annual General Meeting of the Company.

Statement on

Corporate Governance

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

4. Scope of Activities

The duties of the NRC shall include the following: a) Nomination

• To determine the criteria for Board membership,

including qualities, experience, skills, education and other factors that will best qualify a nominee to serve on the Board;

• To review annually and recommend to the Board

with regards to the structure, size, balance and composition of the Board and Committees including the required mix of skills and experience, core competencies which non-executive directors should bring to the Board and other qualities to function effectively and effciently;

• To consider, evaluate and propose to the Board any

new board appointments, whether of executive or non-executive position. In making a recommendation to the Board on the candidate for directorship, the NRC shall have regard to:

– Size, composition, mix of skills, experience,

competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board; and – Best Practices of the Code Part 2 AAIII which

stipulate that non-executive directors should be persons of calibre, credibility and have the necessary skill and experience to bring an independent judgement to bear on issues considered by the Board and that independent non-executive directors should make up at least one-third of the membership of the Board. • To propose to the Board the responsibilities of

non-executive directors, including membership and Chairpersonship of Board Committees.

• To evaluate and recommend the appointment

of senior executive positions, including that of the Managing Director and their duties and the continuation (or not) of their service.

• To establish and implement processes for assessing

the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each director. • To evaluate on an annual basis:

– The effectiveness of each director’s ability to

contribute to the effectiveness of the Board and the relevant Board Committees and to provide the necessary feedback to the directors in respect of their performance;

– The effectiveness of the Committees of the

Board; and

– The effectiveness of the Board as a whole. • To recommend to the Board:

– Whether directors who are retiring by rotation

should be put forward for re-election; and