The Board is responsible to the shareholders. All
Directors appointed during the financial year retire at the
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 every three (3) years.
The Company has in place a formal and transparent
procedure on the appointment of new Directors. All
nominees to the Board are first considered by the NRC,
taking into account the mix of skills, competencies,
experience and other qualities required to oversee 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 the
Board. The NRC evaluates the nominees’ 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 evaluating Board Members
performance. The availability of the structured format for
Board Members evaluation assists the members in
discharging their duties effectively and efficiently.
The Board, through the NRC, 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, taking into account the individual
Director’s capability to exercise 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 a 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 NRC and
then to the Board for review.
Following the performance evaluation process for 2014
which was conducted in March 2015, the Directors have
concluded that the Board and its Committees operate
effectively. Additionally, the Chairman is satisfied that
each Director continues to make an effective contribution
to the work of the Board, is well prepared and informed
concerning matters to be considered by the Board, has a
good understanding of the Group’s business and their
commitment to the role remains strong.
Salary and
Others
Allowances
and Fees
Fees from
Subsidiaries
Benefit in
Kind
TOTAL
Dato’ Amiruddin bin Abdul Satar
935,800
275,722
21,250
1,232,7720
Executive Director
Aminudin Dawam
(f)
61,000
61,000
2,655,574
(a)
Representatives of major shareholders;
(b)
Received allowances for appointment as Independent Director of subsidiary hospitals;
(c)
Received allowances for professional advisory services on implementation of K-CIS;
(d)
Received allowances for professional advisory services as Medical Advisory Chairman;
(e)
Re-designated as an Independent Non-Executive Director with effect from 1 May 2015. Received allowances for her previous role
as Corporate Advisor in 2014;
(f)
Re-designated as Executive Director with effect from 1 May 2015.
Recruitment Process and Annual Assessment
157
KPJ Healthcare Berhad annual report
2014
