Page 63 - KPJ_2011

Directors’ Training
As an integral element of the process of appointing new
Directors, the Board ensures that there is an orientation and
education program for new Board Members. Directors also
receive further training from time to time through Continuous
Education Programs (CEP), particularly on relevant laws and
regulations and changing commercial risks as required by
Bursa Malaysia Securities Berhad. The Group complies with
the requirements set out in the Listing Requirements in that
it regularly assesses the training needs of its Directors to
ensure that they are updated with the latest requirements. The
Company Secretary will assist to schedule dates for training of
Directors whether in a group or on an ad-hoc basis.
During the year, the Board Members have attended the
following training organized by external parties (Table 2)
Board Committees
Board and Management Committees
The Board as part of its leadership role coordinates and
delegates specific responsibilities to several committees to
facilitate theoperationsof theGroupat BoardandManagement
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 final decisions and
recommendations on all matters emanating from these
Committees, however, lies with the entire Board.
The committees are divided into Board and Management
Committees.
The Board Committees comprises of 4 main committees:
• Audit Committee
• Building Committee
• Medical Advisory Committee
• Nomination and Remuneration Committee
The Management Committees comprises of one main
committee:
• Executive Committee
Board Committees
Audit Committee (AC)
At the last Annual General Meeting, Pursuant to Section 129
(6) of the Companies Act, 1965, Tan Sri Arshad Ayub, who
was above the age of seventy (70) retire and did not offer
himself for re-appointment hence ceased to the Chairman
of the Audit Committee. Subsequent to that the Board of
Directors has appointed Zainah Mustafa as the Chairman
of Audit Committee.
The Audit Committee comprises of 3 members inclusive of
Zainah Mustafa as the Chairman and 2 other members of
whom all are Independent Non-Executive Directors. The
Committee meets on a scheduled basis at least 4 times a
year. The profiles, inclusive of caliber, credibility, skill and
experience, of each Board Member are disclosed on pages
35 to 40 of this Annual Report.
Pursuant to paragraph 15.15 of the Listing Requirements of
Bursa Securities, the Audit Committee Report for the financial
year, which sets out the composition, terms of reference and a
summary of activities of the Audit Committee, is contained on
pages 68 to 71 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, Dr Yoong Fook Ngian.
The functions and activities carried out by the Committee
are set out under the Medical Advisory Committee Report
on pages 72 to 81 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 now been decentralized and vested with
the respective Board NRC of each public listed company.
The Board is of the view that the composition of the NRCmeets
the objectives and principles of the corporate governance.
The terms of reference of the NRC are as follows:
1. Purpose
The NRC is established primarily for the following
purposes:
a) Nomination
Identify and recommend candidates for Board
directorship;
Recommend directors to fill the seats on Board
Committee, with diversity in consideration;
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.
Assess the quality of performance and training
needs are addressed
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ANNUAL REPORT 2011 58