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Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
Recruitment Process and Annual Assessment
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.
Other than the new requirements, the Company maintains a
formal and transparent procedure on the appointment of new
Directors. All nominees to the Board are first considered by
the NRC, taking into account the mix of skills, competencies,
experience and other qualities required to manage a highly
regulated healthcare business, before they are recommended
to the Board.
While the Board is responsible for the appointment of new
Directors, the NRC is delegated the role of screening and
conducting an initial selection, which includes an external
search, before making a recommendation to the Board. The
NRC evaluates the nominees’ ability to discharge their duties
and responsibilities before recommending their appointment
as Directors to the Board for approval.
3. Reinforce Independence
Assessment of Independence Annually
The independence of all Directors, including the Non
Independent Directors is reviewed annually via the NRC
which undertakes the independence assessment by taking
into account their skills, experience and contributions as well
as their background, economic and family relationships, and
there after determines whether the Directors can continue to
bring independent and objective judgment to the Board. The
NRC shall also determine whether there are relationships or
circumstances which could affect, or appear to affect, the
Independent Directors’ judgment.
Tenure is not part of the independence assessment criteria
as the Board is of the view that the fiduciary duties as
promulgated in the Act are paramount for all Directors,
irrespective of their status. The ability of a Director to
serve effectively is very much dependent on his calibre,
qualifications, experience and personal qualities, particularly
his integrity and objectivity. The Directors’ Peer Evaluation
would also indicate the Independent Directors’ ability or
inability to act independently. Furthermore, the Board agrees
that there are significant advantages to be gained from long-
serving Directors who not only possess tremendous insight
but also in-depth knowledge of the Company’s business and
affairs. The Directors are enthusiastic and passionate about
spearheading the Company to the next level.
Tenure of Independent Directors
The Board shall also seek the shareholders’ approval for the
retention of the independent status of two (2) existing Directors
who had served in that capacity for more than nine (9) years.
Datuk Dr Hussein Awang (appointed on 21.02.1994) and
Datuk Azzat Kamaludin (appointed on 1.09.1994) had served
the Company for more than nine (9) years.
Shareholders’ Approval for the re-appointment of
Independent Directors
The Board recommends that the tenure of Datuk Dr Hussein
Awang and Datuk Azzat Kamaludin as Independent Board
Members be retained subject to the shareholders’ approval at
the forthcoming Annual General Meeting (AGM) due to their
wide experience in the industry.
Separate Positions of the Chairman and CEO
The Group have the position of the Chairman and CEO
(the position of which assumed by the President/Managing
Director) held by two separate individuals. This complies with
the requirement of MCCG 2012.
Composition of the Board
As mentioned in Board Structure, Composition and Balance
section, the Board believed the present size and composition
remains well balanced and still be able to provide the
necessary check and balance to the decision making process
of the Board.
4. Foster Commitment
Commitment of Board Members and Protocols for
Accepting New Directorship
The Board meets on a quarterly basis with additional meetings
convened for specific matters when necessary. Meetings are
scheduled ahead to facilitate Directors’ attendance and for
the financial year 2012 the meetings were fixed in December
2011.
Annual Report
2012
KPJ Healthcare Berhad