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Annual Report 2013
KPJ HEALTHCARE BERHAD
69
Formalised Ethical Standards through Code of Ethics
Terms of reference have been developed for both the Board and
Management, de ning their respective authorities, duties and
responsibilities, and this is coveredby theGroup’sCodeof Conduct and
Business Ethics. While the Chairman encourages full discussion and
deliberation of issues affecting the Group by all Board Members, the
Board has appointed Zainah Mustafa, the Senior Independent Non-
Executive Director, to whom concerns pertaining to the Group maybe
conveyed by shareholders and other stakeholders.
The Directors adhere to the Code of Ethics which is contained in the
Board Policy Manual, the important aspects of which are as follows:
•
Membersmust represent non-conflicted loyalty to the interests of
the Group;
•
Members must avoid conflict of interest with respect to their
duciary responsibility;
•
Members may not attempt to exercise individual authority over
the Group except as explicitly set forth in Board Policy; and
•
Members will respect the confidentiality appropriate to issues of
a sensitive nature.
Strategies Promoting Sustainability
The Board believes that developing sustainable business practices
is not only critical to the future of the Group, but also for the bene t
of future generations. For the Group, sustainability means operating a
competitive and ethical business through good process, policies and
by competent employees.
The rewards given to the employees are not only through
compensation and bene ts but also professional development and
career progression. The Group practices a system of rewards based
on the pay for performance. Employees are rewarded based on their
contributions and productivity towards the Group objectives.
Access to Information and Advice
Prior to each board meeting, the Board Report will be circulated to all
Directors so that each Director has ample time to peruse and review
it for further deliberation at the Board meeting. The Board Report
includes among others, the following details:
•
Minutes of meeting of all Committees of the Board
•
Any matters arising from previous meetings
•
Business strategies and corporate proposals
•
Review of operational matters and financial report of the Group
•
Review of clinical and professional services report
•
Approval sought for capital expenditure and expansion project
reports
•
Progress report on risk management and Audit Committee report
•
Report of the Registrar
There isalsoascheduleofmatters reservedspeci cally for theBoard’s
decision, including the approval of corporate plans and budgets,
acquisition and disposal of assets that are material to the Group, major
investments, changes to management and control structure of the
Group, including key policies, procedures and authority limits.
The Board is fully aware of its duties and responsibilities with regards
to the above and decisions and deliberation at the Board meetings are
recorded and minuted by the Company Secretary. All minutes will be
con rmed prior to the meetings.
The Directors, whether as a full Board or in the individual capacities,
have access to all information within the Company and could where
necessary take independent advice at the Group’s expense, in the
furtherance of their duties.
Quali ed and Competent Company Secretaries
TheCompanySecretariesareappointedby theBoardandattendBoard
and Board Committee Meetings and are responsible for providing
Directors with advice on compliance and corporate governance
issues.
The Board has unrestricted access to the advice and services of
CompanySecretaries. Inbetweenmeetings, thePresident&Managing
Director meets regularly with the Chairman and other Board Member
to keep them abreast of current developments of the Group.
The Company Secretaries play an advisory role to the Board in relation
to the Company’s constitution, Board’s policies and procedures and
compliance with the relevant regulatory requirements, codes or
guidanceand legislations. TheCompanySecretariessupport theBoard
in managing the Group Governance Model, ensuring it is effective and
relevant.
The Company Secretaries safeguard all statutory books and records
of the Group are maintained in the statutory register of the Group.
Company Secretaries also ensures all board meetings are properly
convened, and that accurate and proper records of the proceedings
and resolutions passed are recorded. The Company Secretary also
have to ensure that any change in the Group’s statutory information
should be duly completed in the relevant prescribed forms and lodged
with the registrar of Companies within the required period of time.
Board Charter
A Board Charter has been adopted in 2014. It captures and formalizes
governance practices, Board policies and guidelines subsisting
throughout the Company onto one formal document in providing clear
guidance to all stakeholders.
The Charter will be reviewed regularly to keep it up to date with
changes in regulations and best practices and ensure its effectiveness
and relevance to the Board’s objectives.
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)