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Annual Report 2013
KPJ HEALTHCARE BERHAD
67
The current Chairman has never held the position of President &
Managing Director of the Company.
Amiruddin Abdul Satar, President & Managing Director is responsible
for the implementation of broad policies approved by the Board and is
obliged to report anddiscussat theBoardmeetingsallmaterialmatters
currently or potentially affecting the Group and its performance,
including strategic projects and developments.
The Board has also developed and approved the corporate objectives
for 2014, for which the President &Managing Director is responsible to
achieve.
Board Structure, Composition and Balance
During the nancial year, there have been changes in the composition
of the Board of Directors of KPJ from the previous year. Abd Razak
Haron deceased on 13 August 2013. Dato’ Dr. Hussein Awang resigned
from his post as Independent Non-Executive Director on 11 June 2013
and Tan Sri Dato’ Dr. Yahya Awang was appointed as Independent
Non-Executive Director on 18 July 2013.
On 1 January 2014, Rozan Mohd Sa’at resigned from his post as
Non-Independent Non-Executive Director of the Company and
Aminudin Dawam and Zulki i Ibrahim have been appointed as
Non-Independent Non-Executive Directors.
The composition of the Board of Directors is as follows:
1. 1 Non-Independent Non-Executive Chairman
2. 4 Non-Independent Non-Executive Directors
3. 5 Independent Non-Executive Directors
4. 1 President &Managing Director
The present size and composition remains well balanced and is made
up of professionals with a wide range of knowledge and experience
in business, operations and nance relevant to the direction of a large
expanding Group. The pro les, inclusive of calibre, credibility, skill and
experience of each Board Member, are disclosed on pages 42 to 52 of
this Annual Report.
The Company’s Chairman is Non-Independent Non-Executive Director
and there are five (5) Independent Non-Executive Directors out of
eleven (11) Board members. The Board believes that the interests of
shareholders are best served by a Chairman who is sanctioned by the
shareholders and who will act in the best interests of the shareholders
as a whole. He exercises independent and broad judgment as well as
provides independent opinions and constructive views on proposals
from the Management. As the Chairman is representing JCorp which
has substantial interest in the Company, he is well placed to act on
behalf of shareholders and in their best interests.
The Board believes that the current Chairman and Board members
comprise a well-balanced and made up of professionals with wide
range of knowledge and experience in business, operations, clinical
and nance, which are relevant to the vision and mission of the Group,
whowill act collectively in thebest overall interestsof theshareholders.
The Independent Non-Executive Directors do not engage in
any business dealings or other relationships and the day-to-day
management of the Company. Hence, they are capable of exercising
independent judgment and act in the best interests of the Company
and its shareholders. All Independent Non-Executive Directors are
quali ed professionals in their respective elds and carry with them
vast industry experience along with subject matter expertise in
medical, legal, accounting and business management.
The current Board composition complies with Paragraph 15.02 of
the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (Main LR), as ve (5) out of eleven (11) are Independent Non-
ExecutiveDirectors, and fulfills the criteria of independence as defined
under paragraph 1.01 of theMain LR. The high number of Independent
Non-Executive Directors further provides for effective checks and
balances in the functioning of the Board.
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)