• Oversees the conduct of the Company’s business to
evaluate whether the business is being properly
managed
The Board is responsible to oversee and review the
Group’s annual budget, operational and financial
performance on a periodic basis against the budget.
At Board meetings, all operational matters will be
discussed and appropriate consultation will be sought,
where necessary. Periodically, the performance of the
Group will be benchmarked against the performance
of its competitors.
• Identifies and manages principal risks while ensuring
the implementation of appropriate systems to
manage these risks
Various Committees, in relation to clinical and
operational risks, have been set up under the Medical
Advisory Committee. The functions of each Committee
have been disclosed in the Statement on Risk
Management and Internal Control on pages 168 to 172
of this Annual Report.
• Succession planning, which includes the appointment,
training, determination of compensation levels and
where appropriate, the replacement of senior
management
The Board will deliberate on the latest plans and
actions taken in respect of the succession planning as
provided by the Group Talent Management Services.
More importantly, after several years of continuous
efforts in emphasising and communicating the
importance of succession planning, the subject has
now become an ongoing agenda, reviewed and
discussed at various high-level management and
operational meetings of the Group. An overview of the
Group Talent Management Services and its
importance to the Group are elaborated on pages 144
to 148 of this Annual Report.
• Develops and implements the Investor Relations
programme or shareholder communications policy
for the Group
The Group has introduced many activities with regards
to engagement and communication with investors to
ensure that they are well informed about the Group
affairs and developments. Details of Investor Relations
activities are disclosed on pages 165 to 167 of this
Annual Report.
• Reviews the adequacy and integrity of the Group’s
internal controls and management information
systems, including compliance with applicable laws,
regulations, rules, directives and guidelines
The Board’s function with regards to fulfilling these
responsibilities effectively are supported and reinforced
through the various Committees established at both the
Board and Management’s levels. Aided by the Group
Internal Audit division that operates independently, the
active functioning of these Committees through their
regular meetings and discussions provide a strong
check and balance and reasonable assurance on the
adequacy of the Group’s internal controls. Detailed
discussion of these functions are elaborated in the
Statement on Risk Management and Internal Control;
and the Audit Committee Report on pages 168 to 177
of this Annual Report.
The Board is also responsible to ensure the smooth
functioning of core processes, board governance,
corporate values and ethical oversight. The
Independent Non-Executive Directors will further
provide an independent and objective perspective that
act as an effective check and balance mechanism in
deliberating the above mentioned.
Formalised Ethical Standards through Code of Ethics
Terms of reference have been developed for both the
Board and Management, defining their respective
authorities, duties and responsibilities, and this is covered
by the Group’s Code of Conduct and Business Ethics.
While the Chairman encourages full discussion and
deliberation of issues affecting the Group by all Board
Members, the Board has also appointed Zainah Mustafa,
the Independent Non-Executive Director who is also the
Chairman of the Audit Committee, to whom concerns
pertaining to the Group may be 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:
• Members must represent non-conflicted loyalty to the
interests of the Group;
• Members must avoid conflict of interest with respect
to their fiduciary responsibilities;
• Members may not attempt to exercise individual
authority over the Group unless it is explicitly
provided for in the Board Policy Manual; and
152
KPJ Healthcare Berhad annual report
2014
Statement on
Corporate Governance
(Pursuant to Section 15.25 of the Bursa Malaysia Listing Requirements)
