The Board has also developed and approved the Corporate
Objectives for 2015, for which the President and 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 and 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 74 to 85 of this Annual Report.
The Company’s Chairman is a Non-Independent Non-
Executive Director and there are six (6) 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.
In line with this commitment, the Board is continuously
reviewing and has taken, where appropriate, the necessary
steps to comply with the requirements on the standards of
corporate responsibility, integrity and accountability as
enshrined in the eight (8) Principles and 26 Recommendations
of the MCCG 2012. The Board is pleased to elaborate on the
Group’s application and extent of compliance with MCCG 2012
during the financial year 2015 in this statement:
1. ESTABLISHED CLEAR ROLES AND
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND MANAGEMENT
BOARD OF DIRECTORS
Separation of Power between the Board and
Management
The Group has documented clear policies for identifying
and separating the functions of the Board and
Management, Chairman as well as the President and
Managing Director in ensuring the smooth running of the
Group’s business and operations. These are enshrined in
the Board Policy Manual, a copy of which is made
available to all Directors of the Company.
The roles of the Chairman of the Board, President and
Managing Director, Executive Director and the eight (8)
Non-Executive Directors are kept separate with a clear
division of responsibilities in line with best practices. The
functions of the Chairman as well as those of the
President and Managing Director are clearly segregated
to ensure that there is a balance of power and authority.
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 and Chief Executive of Johor Corporation
(“JCorp”) and has never held the position of President and
Managing Director of the Company.
Dato’ Amiruddin Abdul Satar, the President and 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.
169
KPJ Healthcare Berhad
Annual Report
2015
