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Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
Company have resources to continue in operational existence
for the foreseeable future.
The Directors have overall responsibilities for taking such
steps necessary to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
The Statement by Directors pursuant to Section 169 of the
Companies Act 1965 is set out in the financial statements.
Assessment of Suitability and Independence of
External Auditors
The Board through the Audit Committee has maintained an
appropriate relationship with the External Auditors and there
is a formal and transparent arrangement in the review of the
External Auditor’s audit plan, report, internal control issues
and procedures.
The Committee meets with the External Auditor without
the presence of the Executive Board Members and Senior
Management twice during the year. The External Auditor has
attended two out of five Audit Committee Meetings which
were held on these dates 13 February 2012, 25 April 2012,
21 May 2012, 13 August 2012 and 19 November 2012 and
they also attended the 19th Annual General Meeting held on
25 June 2012 and Extraordinary General Meeting held on 29
November 2012.
The External Auditor is independent and re-appointed
annually at the Annual General Meeting.
6. Recognise and Manage Risks
Framework to Manage Risk
The Board as part of its leadership role coordinates and
delegates specific responsibilities to several committees
to facilitate the operations of the Group at Board and
Management 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)
The Audit Committee is chaired by Zainah Mustafa and
comprises of 2 other members, Datuk Azzat Kamaludin and
Datuk Dr Hussein Awang 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 calibre,
credibility, skill and experience, of each Board Member are
disclosed on pages 40 to 50 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 79 to 82 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 83 to 91 of this Annual Report.
Annual Report
2012
KPJ Healthcare Berhad