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The Board recognises the importance of
Corporate Governance and conscientiously
attains highest business ethics and
governance in conducting the day-to-
day 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.
In line with this commitment, the Board
has taken and is continuously reviewing,
where appropriate, the necessary steps
to comply with the requirements on
standard of corporate responsibility,
integrity and accountability and provide
greater disclosure and transparency
and will undertake appropriate action
in embedding the 8 principles and 26
recommendations of the MCCG 2012 in its
existing framework.
The corporate governance adopted by the
Group during the financial year 2012 is as
follows:
1. Establish Clear Roles and
Responsibilities
BOARD OF DIRECTORS
Separation of Power between the
Board and Management
The Group has a clear policy
for identifying and separating
the functions of the Board and
Management, and the Chairman
and Executive Directors in ensuring
the smooth running of the Group’s
business and operations.
The roles of 9Non-ExecutiveDirectors,
Chairman, Dato’ Kamaruzzaman Abu
Kassim and President/Managing
Director, Amiruddin Abdul Satar are
kept separate with clear division
of responsibilities, in line with best
practices and to ensure appropriate
supervision of the Management.
The responsibility between the
Chairman and President/Managing
Director are clearly divided to ensure
that there is a balance of power and
authority.
Dato’ Kamaruzzaman Abu Kassim,
the current Chairman continued
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.
On 1 January 2013, Amiruddin Abdul
Satar was appointed as President/
Managing Director of the Company
to succeed the former Managing
Director, Datin Paduka Siti Sa’diah
Sheikh Bakir whose contract expired
on 31 December 2012.
Prior to his appointment as the
President/Managing Director of the
Company, he was the Chief Operations
Officer of the Company and has been
directly involved in monitoring the
Group’s performance and steering the
operations to greater heights.
His overall contribution to KPJ,
spanning more than 15 years, has
been immeasurable particularly in the
areas of hospital operations, nance
and senior management functions
such as strategic planning and
investment decisions.
The Board has also developed and
approved the corporate objectives
for 2013, for which the President/
Managing Director and Executive
Director are responsible to achieve.
Board Structure, Composition
and Balance
During the financial year, there have
been no changes in the composition
of the Board of Directors of KPJ
from the previous year. However,
on 1 January 2013, Amiruddin
Abdul Satar, Executive Director of
the Company was appointed as
the President/Managing Director in
place of Datin Paduka Siti Sa’diah
Sheikh Bakir who has retired and
now assumed the post as Corporate
Advisor and Non-Executive Director of
the Company.
The composition of the Board of
Directors is as follows:
1. 1 Non-Executive Chairman
2. 4 Non-Executive Directors
3. 5 Independent Non-Executive
Directors
4. 1 Managing 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 40
to 50 of this Annual Report.
The Company’s Chairman is not an
Independent Director and there are
five (5) Independent Directors out
of eleven (11) Board members. The
Board believes that the interests
of shareholders are best served
The Board
believes
that good
corporate
governance
adds value
to the main
business of
the KPJ Group
and will
ensure that
this practice
continues.
Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
Annual Report
2012
KPJ Healthcare Berhad