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Annual Report 2013
KPJ HEALTHCARE BERHAD
70
2. STRENGTHENED COMPOSITION
Establishment of a Nomination and Remuneration Committee
TheBoard of Directors of theCompany established its ownNomination
and Remuneration Committee (“NRC”) in accordance to the Best
Practices of Corporate Governance.
The NRC is accountable to the Board of the Company and not to the
executive management of the Company.
The Board is of the view that the composition of the NRC meets the
objectives and principles of the corporate governance.
The terms of reference of the NRC are as follows:
1. Purpose
The NRC is established primarily for the following purposes:
a) Nomination
•
Identify and recommend candidates for Board
directorship;
•
Recommend Directors to fill the seats on Board
Committee, with diversity in consideration;
•
Evaluate the effectiveness of the Board and Board
Committee (including the size and composition) and
contributions of each individual Director; and
•
Ensure an appropriate framework and plan for Board
succession.
•
Assess the quality of performance and training needs
are addressed
b) Remuneration
•
Provide assistance to the Board in determining the
remuneration of President & Managing Director and
Senior Management. In ful lling these responsibilities,
the NRC is to ensure that President & Managing
Director and applicable senior management of the
Company:
-
Are fairly rewarded for their individual contribution
to overall performance;
-
Are compensated reasonably in light of the
Company’s objectives; and
-
Are compensated similar to other companies.
•
Establish the President & Managing Director’s goals
and objectives; and
•
Review the President & Managing Director’s
performance against the goals and objectives set.
2. Membership
The NRC shall consist of the following members:
a) Dato’ Kamaruzzaman Abu Kassim – Chairman
b) ZainahMustafa – Independent Non-Executive Director
c) Datin Paduka Siti Sa’diah Sheikh Bakir – Non-Independent
Non-Executive Director/Corporate Advisor
d) DatukAzzatKamaludin–IndependentNon-ExecutiveDirector
The appointment of an NRC member terminates when the
member ceases to be a Director of the Company.
The NRC shall have no executive powers.
In the event of equality of votes, the Chairperson of the NRC shall
haveacasting vote. In theabsenceof theChairpersonof theNRC,
themembers present shall elect one of their members to chair the
meeting.
The Board believes that the current composition of NRC
(comprises the Chairman and three other Board members)
is capable to act collectively in the best overall interests of
shareholders with reference to nomination and remuneration of
Board members.
3. Meetings
The NRC shall meet at least once a year. Additional meetings
shall be scheduled as considered necessary by the NRC or
Chairperson. TheNRCmay establishprocedures fromtime to time
to govern its meeting, keeping of minutes and its administration.
The NRC shall have access to such information and advice, both
from within the Group and externally, as it deems necessary or
appropriate in accordance with the procedures determined by
the Company. The NRC may request other Directors, members
of management, counsels and consultants as applicable to
participate in NRC meetings, as necessary, to carry out the
NRC’s responsibilities. Non-NRC Directors and members of
management in attendance may be required by the Chairperson
to leave the meeting of the NRC when so requested.
The Secretary of the NRC shall be the Company Secretary.
NRC meeting agendas shall be the responsibility of the NRC
Chairperson with input from the NRC members. The Chairperson
may also request management to participate in this process. The
agenda of eachmeeting including supporting information shall be
circulated to the NRC members and all those who are required to
attend the meeting prior to each meeting.
The NRC shall cause the minutes to be duly entered in the books
provided for the purpose of all resolutions and proceedings
of all meeting of the NRC. Such minutes shall be signed by the
Chairperson of the meeting at which the proceedings were held
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)