• Members will respect the confidentiality appropriate
to issues of a sensitive nature.
Strategies Promoting Sustainability
The Board believes that developing sustainable business
practices is not only critical to the future of the Group,
but also for the benefit of future generations as well. For
the Group, sustainability means operating a competitive
and ethical business through good processes and policies
which are applied by competent and responsible
employees.
The rewards given to the employees are not only
denominated by compensation and benefits but also
through structured professional development and career
progression plans. The Group implements a system of
rewards based on “pay for performance” concept.
Employees are rewarded based on their contributions and
productivity towards the Group objectives.
Access to Information and Advice
Prior to each Board meeting, the Board Report will be
circulated to all Directors so that each Director has
ample time to peruse and review papers for further
deliberation at the Board meeting. The Board Report
includes among others, the following details:
• Minutes of meeting of all Committees of the Board;
• Any matters arising from previous meetings;
• Business strategies and corporate proposals;
• Review of operational matters and financial report of
the Group;
• Review of clinical and professional services report;
• Approval sought for capital expenditure and expansion
project reports;
• Report on Audit Committee and Risk Management
matters; and
• Report of the Registrar.
There is also a schedule of matters reserved specifically
for the Board’s decision, including the approval of
corporate plans and budgets; acquisition and disposal of
assets that are material to the Group; major investments;
changes to management and control structure of the
Group, including key policies, procedures and authority
limits.
The Board is fully aware of its duties and responsibilities
with regards to the matters stated above. Decisions and
deliberations at the Board meetings are recorded in the
minutes of the meeting by the Company Secretary. All
minutes will be confirmed prior to the meeting.
The Directors, whether as a full Board or in their
individual capacities, have full access to all information
within the Company and could, where necessary take
independent advice at the Group’s expense, in furtherance
of their duties and responsibilities.
Qualified and Competent Company Secretaries
The Company Secretaries are appointed by the Board and
attend all Board and Board Committee Meetings. They
are responsible for providing Directors with advice on
compliance and corporate governance issues.
The Board has unrestricted access to the advice and
services of Company Secretaries. In between meetings,
the President & Managing Director meets regularly with
the Chairman and other Board Member to keep them
abreast on the Group’s current developments.
The Company Secretaries play an advisory role to the
Board in relation to the Company’s constitution, Board’s
policies, procedures and compliance with the relevant
regulatory requirements, including codes or guidance and
legislations. The Company Secretaries support the Board
in managing the Group’s Governance Model, ensuring it is
effective and relevant.
The Company Secretaries safeguard all statutory books and
records of the Group, which are maintained in the statutory
register of the Group. Company Secretaries also ensures
that all Board meetings are properly convened, ensuring
accurate and proper records of the proceedings and
resolutions passed are recorded. The Company Secretaries
also have to ensure that any change in the Group’s statutory
information be duly completed in the relevant prescribed
forms and lodged with the Companies Commission of
Malaysia within the prescribed period of time.
Board Charter
A Board Charter was adopted in 2014. It captures and
formalises governance practices, Board policies and
guidelines subsisting throughout the Company onto one
formal document in providing clear guidance to all
stakeholders.
The Charter will be reviewed regularly to keep it
up-to-date with changes in regulations and best practices,
while ensuring its effectiveness and relevance to the
Board’s objectives.
153
KPJ Healthcare Berhad annual report
2014
