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Annual Report 2013
KPJ HEALTHCARE BERHAD
68
Although all the Directors have equal responsibilities for the Group’s
operations, the role of these Independent Non-Executive Directors is
particularly important in ensuring that all business strategies proposed
by the executive management are fully and independently discussed
and assessed, and take into account the long term interest, not only of
shareholders, but also employees, customers, suppliers, and the many
communities in which the Group operate.
This Board composition complied with the Bursa Malaysia Securities
Berhad’s Listing Requirements.
Board Duties and Responsibilities
KPJ recognise the value of good governance and the reason for
that the Company committed to promoting and sustaining a strong
culture of corporate governance. With that, KPJ has embarked on a
journey to continuously improve its corporate governance framework
by gradually adopting the recommendations in the MCCG 2012,
emphasising:-
a. Clarify the role of the Board
b. Enhance Board effectiveness
c. Encourage corporate disclosure policy
d. Safeguard the integrity of nancial reporting
e. Emphasise the importance of riskmanagement and internal controls
In discharging their duties and responsibilities, the Board ensures
that all decisions made are in the best interests of the Company and
stakeholders. As prescribed by theMCCG2012, theBoard assumes the
principals stewardship responsibilities as the following:
•
Review and adopt the business strategic plans for the Group
The strategic and business plan for the period 2014 – 2018 was
tabled, discussed and approved by the Board at its meeting on
28 November 2013. Additionally, on an ongoing basis as the need
arises, the Board will assess whether projects, purchases and
sales of equity as well as other strategic consideration being
proposed at Board meetings during the year are in line with the
objectives and broad outline of the adopted strategic plans.
•
Oversee the conduct of the Company’s business to evaluate
whether the business is being properly managed
TheBoardisresponsibletooverseeandreviewtheGroup’sannual
budget, operational and nancial performance on a periodic
basis against the budget. At Board meetings, all operational
matters will be discussed and appropriate consultation will be
sought if necessary. Where andwhen available, the performance
of the Group will be benchmarked and compared against the
performance of its competitors.
•
Identify and manage principal risks and ensure the
implementation of appropriate systems to manage these risks
Various Committees in relation to clinical and professional risk
were set up under the Medical Advisory Committee and the
functions of each Committee are disclosed in pages 91 to 98.
Building Committee and Tender Board Committee was formed
to oversee the risks involving projects and development of new
hospitals.
•
Succession planning, including appointing, training and fixing
the compensation of, and where appropriate, replacing senior
management
The Board will deliberate on the latest plans and actions taken
in respect of the succession planning as provided by the Group
Talent Management Services. More importantly, after several
years of continuous efforts in emphasizing and communicating
the importance of succession planning, the subject has now
become an ongoing agenda being reviewed and discussed at
various high-level management and operational meetings of the
Group. An overview of the Group Talent Management Services
and its importance to the Group are mentioned on pages 128 to
131 of this Annual Report.
•
Develop and implement investors’ relations programme or
shareholder communications policy for the Group
The Group has introduced many activities with regards to
engagement and communication with investors to ensure that
they arewell informed about the Group affairs and developments.
Details of investors’ activities are disclosed on pages 79 to 81 of
this Annual Report.
•
Review the adequacy and integrity of the internal controls of
the Group and management information systems, including
compliance with applicable laws, regulations, rules, directives
and guidelines
TheBoard’s functionwithregards to ful lling theseresponsibilities
effectively are supported and reinforced through the various
Committees established at both the Board and Management’s
level. Aided by an Independent function of the Group Internal
Audit division, the active functioning of these Committees through
their regular meetings and discussions would provide a strong
check and balance and reasonable assurance on the adequacy
of the Group’s internal controls. Details of these functions are
discussed in the Internal Control Statement and Audit Committee
report in this Annual Report.
The Board is also responsible to ensure smooth functioning of core
processes, board governance, business value and ethical oversight,
whilst the Independent Non-Executive Directorswill further provide an
independent and objective view with effective check and balance in
deliberating the above mentioned.
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)