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Annual Report 2013
KPJ HEALTHCARE BERHAD
71
or by the Chairperson of the next succeeding meeting, and if so
signed, shall be the conclusive evidencewithout any further proof
of the facts thereon stated.
The NRC, through its Chairperson, shall report to the Board at the
next Board of Directors’ meeting after each NRC meeting. When
presenting any recommendation to the Board, the NRC shall
provide such background and supporting information as may
be necessary for the Board to make an informed decision. The
NRC shall provide such information to the Board as necessary to
assist the Board in making a disclosure in the Annual Report of
the Company in accordance with the Best Practices of the Code
Part 2 AAIx.
The Chairperson of the NRC shall be available to answer
questions about the NRC’s work at the Annual General Meeting
of the Company.
4. Scope of Activities
The duties of the NRC shall include the following:
a) Nomination
•
To determine the criteria for Board membership,
including qualities, experience, skills, education and
other factors that will best qualify a nominee to serve
on the Board;
•
To review annually and recommend to the Board with
regards to the structure, size, balance and composition
of the Board and Committees including the required
mix of skills and experience, core competencies which
Non-Executive Directors should bring to the Board and
other qualities to function effectively and ef ciently;
•
To consider, evaluate and propose to the Board any
newBoard appointments, whether of executive or non-
executive position. In making a recommendation to the
Board on the candidate for directorship, the NRC shall
have regard to:
-
Size, composition, mix of skills, experience,
competencies and other qualities of the existing
Board, level of commitment, resources and time
that the recommended candidate can contribute
to the existing Board;
-
Best Practices of the Code Part 2 AAIII which
stipulate that Non-Executive Directors should
be persons of calibre, credibility and have
the necessary skill and experience to bring
an independent judgement to bear on issues
considered by the Board and that Independent
Non-Executive Directors should make up at least
one-third of the membership of the Board; and
-
Boardroom diversity by ensuring that women
candidates are sought as part of its recruitment
exercises.
•
To propose to the Board the responsibilities of
Non-Executive Directors, including membership and
Chairpersonship of Board Committees.
•
To evaluate and recommend the appointment of senior
executive positions, including that of the Managing
Director and their duties and the continuation (or not)
of their service.
•
Toestablishand implement processes for assessing the
effectiveness of the Board as a whole, the Committees
of the Board and for assessing the contribution of each
Director.
•
To evaluate on an annual basis:
-
The effectiveness of each Director’s ability to
contribute to the effectiveness of the Board and
the relevant Board Committees and to provide the
necessary feedback to the Directors in respect of
their performance;
-
The effectiveness of the Committees of the Board;
and
-
The effectiveness of the Board as a whole.
•
To recommend to the Board:
-
Whether Directors who are retiring by rotation
should be put forward for re-election; and
-
Termination of membership of individual Director
in accordance with policy, for cause of other
appropriate reasons.
•
To establish appropriate plans for succession at Board
level, and if appropriate, at senior management level.
•
To provide for adequate training and orientation of new
Directors with respect to the business, structure and
management of the Group as well as the expectations
of the Board with regard to their contribution to the
Board and Company.
•
To consider other matters as referred to the NRC by the
Board.
b) Remuneration
•
To establish and recommend the remuneration structure
and policy for Directors and key executives, if applicable,
and to review for changes to the policy as necessary.
•
To ensure that a strong link is maintained between the
level of remuneration and individual performance against
agreed targets, the performance-related elements of
remuneration setting forming a signi cant proportion of the
total remuneration package of Executive Directors.
•
To reviewand recommend theentire individual remuneration
packages for each of the Executive Director and, as
appropriate, other senior executives, including: the terms of
employment or contract of employment/service; any benefit,
pensionor incentiveschemeentitlement; anyother bonuses,
fees and expenses; and any compensation payable on the
termination of the service contract.
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)