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Annual Report 2013
KPJ HEALTHCARE BERHAD
73
Recruitment Process and Annual Assessment
The Board is responsible to the shareholders. All Directors appointed
during the nancial year retire at the Annual General Meeting
(“AGM”) of the Company in the period of appointment and are eligible
for re-election. In compliance with Paragraph 7.26(2) of the Listing
Requirements, all Directors shall retire once at least in every 3 years.
Other than the new requirements, the Company maintains a formal
and transparent procedure on the appointment of new Directors. All
nominees to the Board are rst considered by the NRC, taking into
account themix of skills, competencies, experience and other qualities
required to manage a highly regulated healthcare business, before
they are recommended to the Board.
While the Board is responsible for the appointment of new Directors,
the NRC is delegated the role of screening and conducting an initial
selection, which includes an external search, before making a
recommendation to theBoard. TheNRCevaluates thenominees’ ability
to discharge their duties and responsibilities before recommending
their appointment as Directors to the Board for approval.
Board Performance Evaluation
The effectiveness of the Board is vital to the success of the Group. For
that reason, a large portion of the Board Policy Manual is devoted to
explaining and outlining the format and procedure for evaluatingBoard
Members performance. The availability of the structured format for
Board Members evaluation assists the members in discharging their
duties effectively and ef ciently.
The Board, through its Nomination Committee, undertakes a rigorous
evaluation each year in order to assess how well the Board, its
Committees, the Directors and the Chairman are performing, including
assessing the independence of Independent Directors which taking
intoaccount the individualDirector’scapability toexercise independent
judgement at all times. The evaluation covers the Board’s composition,
skills mix, experience, communication, roles and responsibilities,
effectiveness as well as conduct. All Directors complete a
questionnaire regarding the Board and Committees’ processes, their
effectiveness and where improvements may be considered. The
process also includes a peer review in which Directors assess their
fellow Directors’ performance against set criteria, including the skills
they bring to the Group and the contribution they make. The Company
Secretary reported the outcome of the evaluation exercise to the
Nomination Committee and then to the Board for review.
Following the performance evaluation process for 2013, which was
conducted in February 2014, the Directors have concluded that
the Board and its Committees operate effectively. Additionally, the
Chairman has concluded that each Director continues to make an
effective contribution to the work of the Board, is well prepared and
informed concerning items to be considered by the Board, has a good
understanding of the Group’s business and their commitment to the
role remains strong.
3. REINFORCE INDEPENDENCE
Assessment of Independence Annually
The independence of all Directors, including the Non-Independent
Non-Executive Directors is reviewed annually via the NRC which
undertakes the independence assessment by taking into account
their skills, experience and contributions as well as their background,
economicand family relationships, and thereafter determineswhether
the Directors can continue to bring independent and objective
judgment to the Board. The NRC shall also determine whether there
are relationships or circumstances which could affect, or appear to
affect, the Independent Non-Executive Directors’ judgment.
Tenure is not part of the independence assessment criteria as the
Board is of the view that the duciary duties as promulgated in the
Act are paramount for all Directors, irrespective of their status.
The ability of a Director to serve effectively is very much dependent
on his calibre, quali cations, experience and personal qualities,
particularly his integrity and objectivity. The Directors’ Peer Evaluation
would also indicate the Independent Directors’ ability or inability
to act independently. Furthermore, the Board agrees that there are
signi cant advantages to be gained from long-serving Directors who
not only possess tremendous insight but also in-depth knowledge of
theCompany’s business and affairs. TheDirectors are enthusiastic and
passionate about spearheading the Company to the next level.
Tenure of Independent Directors
The Board shall also seek the shareholders’ approval for the retention
of the independent status of one (1) existing Director who had served
in that capacity for more than nine (9) years. Datuk Azzat Kamaludin
(appointed on 01.09.1994) had served the Company for more than nine
(9) years.
Shareholders’ Approval for the re-appointment of Independent
Directors
The Board recommends that the tenure Datuk Azzat Kamaludin as
Independent BoardMembers be retained subject to the shareholders’
approval at the forthcoming Annual General Meeting (AGM) due to his
professional competency as practicing lawyer and vast experience in
the healthcare industry and corporate world.
Separate Positions of the Chairman and CEO
TheGrouphavethepositionof theChairmanandPresident&Managing
held by two separate individuals. This complieswith the requirement of
MCCG 2012.
Composition of the Board
As mentioned in Board Structure, Composition and Balance section,
the Board believed the present size and composition remains well
balanced and still be able to provide the necessary check and balance
to the decision making process of the Board.
Statement on
Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)