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All Directors are also entitled to have access to the advice
and services of the Company Secretary. In between
meetings, the Managing and/or Executive Director meet
regularly with the Chairman and other Board Member 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, Datin Paduka Siti Sa’diah Sheikh Bakir,
Zainah binti Mustafa and Rozan Mohd Sa’at, will retire by
rotation at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-election.
In accordance with Article 97 of the Articles of Association
of the Company, Abd Razak Haron and Amiruddin Abdul
Satar, who were appointed during the financial year retire
at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-election.
Pursuant to Section 129 (6) of the Companies Act,
1965, Datuk Dr Hussein Awang and Dr Yoong Fook
Ngian, who are above the age of seventy (70) retire at
the forthcoming Annual General Meeting and will be re-
appointed as Director and to hold office until the next
Annual General Meeting.
Directors’ Remuneration
The Board believes that the levels of remuneration offered
by the Group are sufficient to attract Directors of calibre
and with sufficient experience and talents to contribute
to the performance of the Group. The remuneration
framework for Management and Executive Director has
an underlying objective of attracting and retaining director
needed to run the Company successfully. Remuneration
packages of Management and Executive Director
are structured to commensurate with corporate and
individual’s performance. The Non-Executive Directors are
remunerated based on fixed annual fees approved by the
shareholders of the Company. (Table 1)
Table 1
(a) Representatives of majority shareholders
(b) Received allowances for appointment as Independent Director of subsidiary company
(c) Received allowances for professional advisory services as Group Healthcare Adviser
(d) Received allowances for professional advisory services on implementation of KPJ Clinical Information System (K-CIS)
(e) Received allowances for professional advisory services as Medical Advisory Committee Chairman
Benefit in
Kind
Fees from
Subsidiary
Allowances
and Fees
Salary and
others Total
Non-Executive Directors
Kamaruzzaman Abu Kassim (a)
Ahamad Mohamad (a)
Rozan Mohd Sa’at (a)
Abd Razak Haron (a)
Independent Non-Executive Directors
Tan Sri Dato’ Seri Arshad Ayub
Zainah Mustafa
Datuk Azzat Kamaludin (b)
Datuk Dr Hussein Awang (c)
Dr Kok Chin Leong (d)
Dr Yoong Fook Ngian (e)
Managing Director
Datin Paduka Siti Sa’diah Sheikh Bakir
Executive Director
Amiruddin Abdul Satar
Total
18,000
21,000
18,200
6,200
90,000
36,000
189,400
110,556
57,500
58,800
28,000
31,056
65,500
62,000
92,000
144,750
253,000
82,500
28,000
1,013,662
998,600
584,550
1,583,150
70,600
15,521
86,121
110,556
57,500
58,800
28,000
31,056
65,500
80,000
113,000
162,950
259,200
1,241,700
664,071
2,872,333
ANNUAL REPORT 2011 56