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As Chairman, his focus is to provide an oversight role on
governance and compliance. In turn, the Board monitors
the functions of Board Committees in accordance with
their respective term of references to ensure its own
effectiveness.
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. She is further supported
by the newly appointed Executive Director, Amiruddin
Abdul Satar, who carries with him vast experience in
managing the hospital operations. He has been with the
Group since 1991 and is the current Chief Operating
Officer (COO).
The Board has also developed and approved the corporate
objectives for 2012, for which the Managing Director and
Executive Director are 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 Zainah Mustafa, the Senior
Independent Non-Executive Director, to whom concerns
pertaining to the Group maybe 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 2012 –
2016 was tabled, discussed and approved by the Board
at its meeting on 29 November 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 the conduct of the company’s business to
evaluate whether the business is being properly manage
The Board is responsible to oversee and review the
Group’s annual budget, operational and financial
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.
• Identify and manage principal risks and ensure the
implementation of appropriate systems to manage
these risks.
Various committees in relation to clinical and professional
risk were set up under the Medical Advisory Committee
and the functions of each committee are disclosed in
pages 72 to 81. Building Committee was formed to
oversee the risks involving projects and development of
new hospitals.
• Succession planning, including appointing,
training and fixing 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 Capital 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 Capital and its
importance to the Group are mentioned on pages 117 to
118 of this Annual Report.
• Develop and implement investors’ relations
programme 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 pages 61 to 62 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.
ANNUAL REPORT 2011 54