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Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
c) Datin Paduka Siti Sa’diah Sheikh Bakir – Non-
Executive Director/Corporate Advisor
The appointment of an NRC member terminates when the
member ceases to be a director of the Company.
The NRC shall have no executive powers.
In the event of equality of votes, the Chairperson of the NRC
shall have a casting vote. In the absence of the Chairperson
of the NRC, the members present shall elect one of their
members to chair the meeting.
3. Meetings
The NRC shall meet at least once a year. Additional
meetings shall be scheduled as considered necessary by
the NRC or Chairperson.The NRCmay establish procedures
from time to time to govern its meeting, keeping of minutes
and its administration.
The NRC shall have access to such information and advice,
both from within the Group and externally, as it deems
necessary or appropriate in accordance with the procedures
determined by the Company. The NRC may request
other directors, members of management, counsels and
consultants as applicable to participate in NRC meetings,
as necessary, to carry out the NRC’s responsibilities. Non-
NRC directors and members of management in attendance
may be required by the Chairperson to leave the meeting of
the NRC when so requested.
The Secretary of the NRC shall be the Company Secretary.
NRC meeting agendas shall be the responsibility of the
NRC Chairperson with input from the NRC members. The
Chairperson may also request management to participate
in this process. The agenda of each meeting including
supporting information shall be circulated to the NRC
members and all those who are required to attend the
meeting prior to each meeting.
The NRC shall cause the minutes to be duly entered in
the books provided for the purpose of all resolutions and
proceedings of all meeting of the NRC. Such minutes shall
be signed by the Chairperson of the meeting at which
the proceedings were held or by the Chairperson of the
next succeeding meeting, and if so signed, shall be the
conclusive evidence without any further proof of the facts
thereon stated.
The NRC, through its Chairperson, shall report to the
Board at the next Board of Directors’ meeting after each
NRC meeting. When presenting any recommendation to
the Board, the NRC shall provide such background and
supporting information as may be necessary for the Board
to make an informed decision. The NRC shall provide
such information to the Board as necessary to assist the
Board in making a disclosure in the Annual Report of the
Company in accordance with the Best Practices of the
Code Part 2 AAIX.
The Chairperson of the NRC shall be available to answer
questions about the NRC’s work at the Annual General
Meeting of the Company.
4. Scope of Activities
The duties of the NRC shall include the following:
a) Nomination
• To determine the criteria for Board membership,
including qualities, experience, skills, education
and other factors that will best qualify a nominee to
serve on the Board;
• To review annually and recommend to the Board
with regards to the structure, size, balance
and composition of the Board and Committees
including the required mix of skills and experience,
core competencies which non-executive directors
should bring to the Board and other qualities to
function effectively and efficiently;
• To consider, evaluate and propose to the Board
any new board appointments, whether of
executive or non-executive position. In making a
recommendation to the Board on the candidate for
directorship, the NRC shall have regard to:
o Size, composition, mix of skills, experience,
competencies and other qualities of the existing
Board, level of commitment, resources and
time that the recommended candidate can
contribute to the existing Board; and
o Best Practices of the Code Part 2 AAIII which
stipulate that non-executive directors should
be persons of calibre, credibility and have
the necessary skill and experience to bring
an independent judgement to bear on issues
considered by the Board and that independent
non-executive directors should make up at least
one-third of the membership of the Board.
• To propose to the Board the responsibilities of non-
executive directors, including membership and
Chairpersonship of Board Committees.
• To evaluate and recommend the appointment
of senior executive positions, including that of
the Managing Director and their duties and the
continuation (or not) of their service.
• To establish and implement processes for
assessing the effectiveness of the Board as a
whole, the Committees of the Board and for
assessing the contribution of each director.
• To evaluate on an annual basis:
o The effectiveness of each director’s ability to
contribute to the effectiveness of the Board and
the relevant Board Committees and to provide
the necessary feedback to the directors in
respect of their performance;
o The effectiveness of the Committees of the
Board; and
o The effectiveness of the Board as a whole.
• To recommend to the Board:
o Whether directors who are retiring by rotation
should be put forward for re-election; and
o Termination of membership of individual
director in accordance with policy, for cause of
other appropriate reasons.
• To establish appropriate plans for succession
at Board level, and if appropriate, at senior
management level.
Annual Report
2012
KPJ Healthcare Berhad