Dato’ Kamaruzzaman Abu Kassim as the Chairman
continues to lead the Board by providing oversight over
the strategies and business affairs of the Group. He is
also the President & Chief Executive of Johor Corporation
(“JCorp”) and has never held the position of President &
Managing Director of the Company.
Dato’ Amiruddin Abdul Satar, the President & Managing
Director of the Company, is responsible for leading the
Management in the execution of broad policies, strategies
and action plans approved by the Board. He regularly
engages the Board to report and discuss the Group’s
business performance and developments, including all
strategic matters affecting the Group.
The Board has also developed and approved the
Corporate Objectives for 2014, for which the President &
Managing Director has the responsibility to achieve them.
It also forms the basis where the performance of
Management will be assessed.
Board Structure, Composition and Balance
The composition of the Board of Directors is as follows:
• One (1) Non-Independent Non-Executive Chairman;
• Two (2) Non-Independent Non-Executive Directors;
• Six (6) Independent Non-Executive Directors;
• One (1) President & Managing Director; and
• One (1) Executive Director.
The present size and composition remains well-balanced
and is made up of professionals with a wide range of
knowledge and experience in business, operations and
finance, all relevant to the direction of a large, expanding
Group. The profiles of all Board Members, comprising of
their qualification, experience and calibre are disclosed
on pages 68 to 77 of this Annual Report.
The Company’s Chairman is a Non-Independent Non-
Executive Director and there are five (5) Independent
Non-Executive Directors out of the eleven (11) Board
members.
As the Chairman is representing JCorp which has a
substantial interest in the Company, he is well-placed to
act on behalf of and in the best interest of all
shareholders. The Board believes that the current
Chairman and Board members comprise of a well-
balanced mix of professionals with a diverse range of
knowledge and experience which are relevant to guide
the Company and the Group.
The Independent Non-Executive Directors do not engage
in any business dealings or the day-to-day management
of the Company. Hence, they are capable of exercising
independent judgement and act in the best interests of
the Company and its shareholders. All Independent
Non-Executive Directors are qualified professionals in
their respective fields and carry with them vast industry
experience along with subject matter expertise in
medical, legal, accounting and business management.
The current Board composition complies with Paragraph
15.02 of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (“MMLR”) and
recommendation 3.5 of the MCCG 2012, whereby six (6)
out of eleven (11) members are Independent Non-
Executive Directors who meet the criteria of “Independent
Director”, as defined in Paragraph 1.01 of the MMLR. The
high number of Independent Non-Executive Directors
further provides for diversity of views as well as effective
check and balances in the functioning of the Board.
Although all the Directors have equal oversight
responsibilities for the Group, the role of these
Independent Non-Executive Directors is particularly
important in ensuring that all business strategies
proposed by the Management are fully and independently
deliberated and assessed, takes into account the long-
term interest of, not only the shareholders, but also
employees, customers, suppliers and the many
communities in which the Group operates.
Board Duties and Responsibilities
All members of the Board contribute significantly in the
areas of formulation of strategic direction and policies,
performance monitoring and allocation of resources and
enhancement of controls and governance.
As prescribed by the MCCG 2012, the Board assumes six
(6) principal stewardship responsibilities as follows:-
• Reviews and approves the strategic business plans
for the Group
The Strategic Business Plan for the period 2015 –
2019 was tabled, discussed and approved by the
Board at its meeting on November 2014. Additionally,
on an ongoing basis as and when the need arises, the
Board will assess whether projects, purchases and
sales of equity as well as other strategic
considerations proposed at Board meetings during the
year, are in line with the objectives and broad outline
of the adopted strategic plans.
151
KPJ Healthcare Berhad annual report
2014
