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, economic
and family relationships, and there after determines
whether the Directors can continue to bring independent
and objective judgement 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’ judgement.
Tenure is not part of the independence assessment
criteria as the Board is of the view that the fiduciary
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, qualifications, 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 significant advantages to be gained from long-serving
Directors who not only possess tremendous insight but
also in-depth knowledge of the Company’s business and
affairs. The Directors are enthusiastic and passionate
about spearheading the Company to the next level.
Tenure of Independent Directors
As advocated in Recommendation 3.3 of the MCCG 2012,
the Board should justify and seek the shareholders’
approval for the retention of the independent status of
three (3) existing Directors who had served in that
capacity for more than nine (9) years. Zainah Mustafa
(appointed 21 February 1994), Datuk Azzat Kamaludin
(appointed on 01.09.1994), Dr Yoong Fook Ngian
(appointed 7 July 2005) and Dr Kok Chin Leong (appointed
7 July 2005) had all served the Company for more than
nine (9) years.
Shareholders’ Approval for the re-appointment of
Independent Directors
The Board recommends that the tenure of Zainah
Mustafa, Datuk Azzat Kamaludin, Dr Yoong Fook Ngian
and Dr Kok Chin Leong as Independent Board Members
be retained subject to the shareholders’ approval at the
forthcoming Annual General Meeting (AGM), on the basis
of their strong professionalism and competencies with
vast experience in the healthcare industry and corporate
world.
Separate Positions of the Chairman and CEO
The Chairman as well as the President & Managing
Director of the Company are held by two separate
individuals. This complies with the requirements of MCCG
2012.
Composition of the Board
As mentioned in Board Structure, Composition and
Balance section above, the Board believes that the
present size and composition remains well-balanced,
ensuring that the necessary checks and balances are
conducted with regards to the decision-making process of
the Board.
4. Foster Commitment
Commitment of Board Members and Protocols for Accepting New Directorship
The Board meets on a quarterly basis with additional meetings convened for specific matters when necessary. Meetings are
scheduled ahead to facilitate Directors’ attendance. For the financial year 2014 the meetings were fixed in December 2013.
During the year ended 31 December 2014, the Board convened five (5) meetings on the following dates and venues:
Date of Meeting
Description
Venue
Attendance
3 March 2014
74
th
Board of Directors Meeting
Menara 238, Kuala Lumpur
10/11
23 May 2014
75
th
Board of Directors Meeting
KPJ Sabah Specialist Hospital,
Sabah
9/11
10 June 2014
Special Board of Directors Meeting The Puteri Pacific, Johor
11/11
25 August 2014
76
th
Board of Directors Meeting
KPJ Rawang Specialist Hospital,
Selangor
11/11
25 November 2014
77
th
Board of Directors Meeting
Menara KOMTAR, Johor
10/11
158
KPJ Healthcare Berhad annual report
2014
Statement on
Corporate Governance
(Pursuant to Section 15.25 of the Bursa Malaysia Listing Requirements)
