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Annual Report 2013
KPJ HEALTHCARE BERHAD
66
The Board of Directors of
KPJ Healthcare Berhad (KPJ)
subscribes to and supports the
Malaysian Code on Corporate
Governance 2012 (“MCCG 2012”)
as a minimum basis for practices
on corporate governance and
continued to ensure that the
highest standards of corporate
governance have been upheld
in accordance with 8 Principles
stated in MCCG2012.
The Board recognises the importance of Corporate Governance and
conscientiously attains highest business ethics and governance in
conducting the day-to-day business and affairs of the Group. Thus, at all
times the practice of good corporate governance is the main priority in
safeguarding and enhancing the shareholders’ value and protecting the
interests of all stakeholders.
The Board believes that good corporate governance adds value to the main
business of the KPJ Group and will ensure that this practice continues.
The Board of Directors believes in playing an active role in directing
management through its review and approval of the Group’s direction and
strategy and acknowledged that their primary role is to lead and control,
via its monitoring of professional standards and business performance, its
reviewof the adequacy and integrity of theGroup’s internal control systems,
includingthe identi cationofprincipal risksandensuringthe implementation
of appropriate systems tomanage those risks, are part of its underlying duty
to ensure that the Group meets its responsibilities to its shareholders.
In line with this commitment, the Board has taken and is continuously
reviewing, where appropriate, the necessary steps to comply with
the requirements on standard of corporate responsibility, integrity and
accountability and provide greater disclosure and transparency and
will undertake appropriate action in embedding the 8 principles and 26
recommendations of theMCCG 2012 in its existing framework.
The corporate governance adopted by the Group during the nancial year
2013 is as follows:
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD
OF DIRECTORS ANDMANAGEMENT
BOARD OF DIRECTORS
Separation of Power between the Board andManagement
The Group has a clear policy for identifying and separating the
functions of the Board and Management, and the Chairman and
President & Managing Director in ensuring the smooth running of the
Group’s business and operations.
The roles of nine (9) Non-Executive Directors, Chairman,
Dato’ Kamaruzzaman Abu Kassimand President &Managing Director,
Amiruddin Abdul Satar are kept separate with clear division of
responsibilities, in line with best practices and to ensure appropriate
supervision of theManagement.
The responsibility between the Chairman and President & Managing
Director are clearly divided to ensure that there is a balance of power
and authority.
Dato’ Kamaruzzaman Abu Kassim, the current Chairman continued to
provide an oversight role on governance and compliance. In turn, the
Boardmonitors the functions of Board Committees in accordancewith
their respective term of references to ensure its own effectiveness.
Ensuring the
Highest
Standards
of Corporate
Governance
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)