Page 58 - KPJ_2011

The Board of Directors of KPJ Healthcare Berhad subscribes to
and supports the Malaysian Code on Corporate Governance
(revised 2007) as a minimum basis for practices on corporate
governance. The Board of KPJ Healthcare Berhad (KPJ) is
pleased to report to the shareholders in particular and other
stakeholders that highest standards of corporate governance
has been continuously practiced and upheld in accordance
with the Principles as set out in Part 1 of the Malaysian Code
on Corporate Governance (“The Code”). The Board, to the
best of their knowledge, confirms that the Group has complied
with the Best Practices as set out in Part 2 of the Code
throughout the financial year ended 31 December 2011.
The Board recognises the importance of Corporate
Governance and conscientiously attains highest business
ethics and governance in conducting the day today business
and affairs of the Group. Thus, at all times the practice of good
corporate governance is the main priority in safeguarding and
enhancing the shareholders’ value and protecting the interests
of all stakeholders.
The Board believes that good corporate governance adds
value to the main business of the KPJ Group and will ensure
that this practice continues.
The Board of Directors believes in playing an active role in
directing management through its review and approval of
the Group’s direction and strategy and acknowledged that
their primary role is to lead and control, via its monitoring
of professional standards and business performance, its
review of the adequacy and integrity of the Group’s internal
control systems, including the identification of principal risks
and ensuring the implementation of appropriate systems to
manage those risks, are part of its underlying duty to ensure
that the Group meets its responsibilities to its shareholders.
Board Of Directors
Board Structure, Composition and Balance
During the financial year, there have been few changes in
the composition of the Board of Directors of KPJ from the
previous year. On 1 January 2011, Amiruddin Abdul Satar,
Chief Operating Officer of the Company was appointed as
Executive Director of the Company and on 16 June 2011
one Independent Non-Executive Director, Tan Sri Dato’
Seri Arshad Ayub, had resigned which reduced down the
number of Independent Non-Executive Directors to five.
As a result of the above changes, the composition of the
Board of Director is as follows:
1. One Non-Executive Chairman
2. Three Non-Executive Directors
3. Five Independent Non-Executive Directors
4. One Managing Director
5. One Executive Director
The present size and composition remains well balanced and is
made up of professionals with a wide range of knowledge and
experience in business, operations and finance relevant to the
direction of a large expanding Group. The profiles, inclusive of
caliber, credibility, skill and experience, of each Board Member
are disclosed on pages 35 to 40 of this Annual Report.
The size of the Board is optimum for the complexity and
scale of operations of healthcare business. Whilst the
Company has a significant shareholder (Johor Corporation),
the investment of minority shareholders is fairly reflected
through Board representation of Independent Non-Executive
Directors and all of them have fulfilled the criteria of
independence as defined in the Bursa Malaysia Securities
Berhad’s Listing Requirements which require at least two
directors or one-third of the total number of Directors,
whichever is higher, to be Independent Directors.
The Independent Non-Executive Directors do not engage
in any business dealings or other relationships and the
day-to-day management of the Company. Hence, they are
capable of exercising independent judgment and act in
the best interests of the Company and its shareholders.
All Independent Non-Executive Directors are qualified
professionals in their respective fields and carry with them
vast industry experience along with subject matter expertise
in medical, legal, accounting and business management.
The presence of five (5) Independent Non-Executive
Directors ensures that the Board is well balanced and
could carry sufficient weight on Board’s decisions.
Although all the Directors have equal responsibilities for
the Group’s operations, the role of these Independent
Non-Executive Directors is particularly important in
ensuring that all business strategies proposed by the
executive management are fully and independently
discussed and assessed, and take into account the
long term interest, not only of shareholders, but also
employees, customers, suppliers, and the many
communities in which the Group operate.
This Board composition complied with the Bursa Malaysia
Securities Berhad’s Listing Requirements.
Responsibility between Chairman and
Managing Director
The responsibility between the Chairman and Managing Director
are clearly divided to ensure that there is a balance of power and
authority. Kamaruzzaman Abu Kassim, who was appointed as the
President and Group CEO of JCorp on 1 December 2010, was
appointed as Director andChairman of theCompany on 3 January
2011 and 12 January 2011, respectively.
He carried with him vast experience and wide experience
within the corporate business and has been with the
JCorp Group since December 1992. He is also a Director
and Chairman of other listed companies within the JCorp
Group, Kulim Berhad, QSR Brands Berhad, KFC Holdings
Malaysia Berhad and Sindora Berhad.
Other than actively involved in the corporate business,
he also contributed significantly to the development of
the JCorp Group’s commitment towards Corporate Social
Responsibility. He is also a director in Waqaf An-Nur
Corporation Berhad, 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.
Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
53 ANNUAL REPORT 2011