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Strategies Promoting Sustainability
The Board believes that developing
sustainable business practices is
not only critical to the future of the
Group, but also for the benefit of
future generations. For the Group,
sustainability means operating a
competitive and ethical business
through good process, policies and by
competent employees.
The rewards given to the employees
are not only through compensation
and benefits but also professional
development and career progression.
TheGrouppractices a systemof rewards
based on the pay for performance.
Employees are rewarded based on their
contributions and productivity towards
the Group objectives.
Access to Information and Advice
Prior to each board meeting, the Board
Report will be circulated to all Directors
so that each Director has ample time
to peruse and review it for further
deliberation at the Board meeting. The
Board Report includes among others,
the following details:
• Minutes of meeting of all
Committees of the Board
• Any matters arising from previous
meetings
• Business strategies and corporate
proposals
• Review of operational matters and
financial report of the Group
• Review of clinical and professional
services report
• Approval sought for capital
expenditure and expansion
project reports
• Progress
report
on
risk
management
and
Audit
Committee report
• Report of the Registrar
There is also a schedule of matters
reserved specifically for the Board’s
decision, including the approval
of corporate plans and budgets,
acquisition and disposal of assets
that are material to the Group, major
investments, changes to management
and control structure of the Group,
including key policies, procedures and
authority limits.
The Board is fully aware of its duties
and responsibilities with regards to the
Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
above and decisions and deliberation at the Board meetings are recorded and minuted by
the Company Secretary. All minutes will be confirmed prior to the meetings.
The Directors, whether as a full Board or in the individual capacities, have access to all
information within the Company and could where necessary take independent advice at
the Group’s expense, in the furtherance of their duties.
Qualified and Competent Company Secretaries
The Company Secretaries appointed by the Board and attend Board and Board Committee
Meetings and are responsible for providing Directors with advice on compliance and
corporate governance issues.
The Board has unrestricted access to the advice and services of Company Secretaries.
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. The Company Secretaries safeguard all statutory books and records of the Group
are maintained in the statutory register of the Group. Company Secretaries also ensure
all board meetings are properly convened, and that accurate and proper records of the
proceedings and resolutions passed are recorded. The Company Secretaries also have
to ensure that any change in the Group’s statutory information should be duly completed
in the relevant prescribed forms and lodged with the registrar of Companies within the
required period of time.
2. Strengthened Composition
Establishment of a Nomination and Remuneration Committee
The Board is of the view that the composition of the NRC meets 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;
• Ensure an appropriate framework and plan for Board succession;
and
• Assess the quality of performance and training needs are addressed.
b) Remuneration
• Provide assistance to the Board in determining the remuneration of
Executive Directors, Managing Director and Senior Management. In
fulfilling these responsibilities, the NRC is to ensure that executive
directors and applicable senior management of the Company:
o
Are fairly rewarded for their individual contribution to overall
performance;
o
Are compensated reasonably in light of the Company’s objectives;
and
o
Are compensated similar to other companies.
• Establish the Managing Director’s goals and objectives; and
• Review the Managing Director’s performance against the goals and
objectives set.
2. Membership
The NRC shall consist of the following members:
a) Dato’ Kamaruzzaman Abu Kassim – Chairman
b) Zainah Mustafa - Independent Non-Executive Director
Annual Report
2012
KPJ Healthcare Berhad