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The Board encourages poll voting for Related Party
Transactions which requires specific shareholders approval.
The recurrent related party transactions for the financial
year ended 31 December 2012 are set out in the notes to
the financial statements on pages 205 to 207 of the Annual
Report.
At the 19th Annual General Meeting held on 25 June 2012,
the Company obtained the shareholders’ mandate to allow
the Group to enter into recurrent related party transactions
as set out in the Notes of the Compliance Information on page
221. As set out in the Bursa Malaysia Listing Requirements
and Company’s Articles of Association, a Director who has
an interest in a transaction shall abstain from deliberation
and voting on the relevant resolution in respect of such
transaction at the Board and general meeting convened to
consider the matter.
Effective Communication and Proactive Engagements
with Shareholders
The Group understands that one of its major responsibilities
is to provide sufficient and timely information as and when
necessary to its shareholders and investors as this reflects
good corporate governance practice. It is imperative to
maintain transparency and to build trust and understanding in
the relationship through active dialogue and communication
with shareholders and investors.
As part of Group’s commitment to a high level communication
and transparency with the investment community,
experienced and senior level management personnel are
directly involved in the Group’s investor relations function.
The Chairman, President/Managing Director and senior
management personnel hold discussions with analysts
and shareholders from time to time on the Group’s results
submitted to Bursa Malaysia. Presentations are made, where
appropriate, to explain the Group’s strategies, performance
and major developments. However, any information that may
be regarded as undisclosed material information about the
Group will be safeguarded.
In addition, the Group has established a website at www.
kpjhealth.com.my, which shareholders can access. The
Group’s quarterly and annual results announcements,
changes to shareholdings and press releases are also
posted in the Investor Relations page on the Group’s website
immediately after announcements are made on the Bursa
Malaysia’s website.
Other than the website, the Group continues to produce and
enhance its Annual Report, Corporate Brochures and Fact
Sheets to provide sufficient details to the shareholders and
stakeholders. Other than that, the Group also makes regular
announcements on Bursa Malaysia to provide stakeholders
with important information which affects their decision
making, thus enhancing the level of transparency.
As part of the Group’s annual activities the Group conducted
meetings, teleconferencing and briefings either upon request
by the shareholders and investors or via events organized by
corporate analysts in Malaysia and abroad i.e. Singapore,
Hong Kong, Thailand, France, United Kingdom and United
States. In the year 2012, the following activities were
conducted with the investors:
Types of Meeting
No of meetings
Investors meetings
79
Foreign road shows
17
Conference Calls
7
Senior management personnel involved in Investor Relations
activities are:
Amiruddin Abdul Satar
President/Managing Director
Mohd Sahir Rahmat
Vice President (I) - Corporate & Financial Services
Norhaizam Mohammad
Senior General Manager - Group Finance & Investor Relations
Raja Syahiran Raja Ahmad Supian
Deputy Manager - Investor Relations & Compliance
Other than that, the Board believes that the Company’s
Annual Report also serves as an important communication
tool to the shareholders, investors and all stakeholders in
general. As such, each year, the Company strives to produce
a value-added and transparent reporting to its readers.
COMPLIANCE STATEMENT
Pursuant to Paragraph 15.25 of the Main LR, the Board is
pleased to report that this Statement of Corporate Governance
provides the corporate governance practices of the Company
with reference to the MCCG 2012. The Board, however,
has reserved several of the Recommendations and their
Commentaries and has rationalized and provided justifications
for the deviations in this Statement. Nevertheless, KPJ will
continue to strengthen its governance practices to safeguard
the best interests of its shareholders and other stakeholders.
Signed on behalf of the Board of Directors in accordance with
its resolution dated 4 March 2013.
Dato’ Kamaruzzaman Abu Kassim
Chairman
Amiruddin Abdul Satar
President/Managing Director
Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
Annual Report
2012
KPJ Healthcare Berhad