The current Board composition complies with Paragraph
15.02 of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (“MMLR”) and Recommendation
3.5 of the MCCG 2012, whereby six (6) out of eleven (11)
members are Independent Non-Executive Directors who
meet the criteria of “Independent Director”, as defined in
Paragraph 1.01 of the MMLR. The high number of
Independent Non-Executive Directors further provides for
diversity of views as well as effective check and balances
in the functioning of the Board.
Although all the Directors have equal oversight
responsibilities for the Group, the role of these Independent
Non-Executive Directors is particularly important in ensuring
that all business strategies proposed by the Management
are fully and independently deliberated and assessed,
takes into account the long term interest of, not only the
shareholders, but also employees, customers, suppliers
and the many communities in which the Group operates.
Board Duties and Responsibilities
All members of the Board contribute significantly in the
areas of formulation of strategic direction and policies,
performance monitoring and allocation of resources and
enhancement of controls and governance.
As prescribed by the MCCG 2012, the Board assumes six
(6) principal stewardship responsibilities as follows:-
• Reviews and approves the strategic business
plans for the Group
The Strategic Business Plan for the period 2016 –2020
was tabled, discussed and approved by the Board at its
meeting on November 2015. Additionally, on an
ongoing basis, the Board will assess whether projects,
purchases and sales of equity as well as other strategic
considerations proposed at Board meetings during the
year, are in line with the objectives and broad outline
of the adopted strategic plans.
• Oversees the conduct of the Company’s business
to evaluate whether the business is being properly
managed
The Board has the responsibility 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 the 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 184 to
189 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 on-going 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 158 to 164 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 regard
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 63 to 65 and 182 to
183 of this Annual Report.
170
Statement on
Corporate Governance
