• Reviews the adequacy and integrity of the
Group’s internal controls and management
information systems, including compliance with
applicable laws, regulations, rules, directives and
guidelines
The Board’s function with regards to fulfilling these
responsibilities effectively are supported and
reinforced through the various Committees established
at both Board and Management levels. Aided by the
Group Internal Audit division that operates
independently, the active functioning of these
Committees through their regular meetings and
discussions provide not only a strong check and
balance, but also reasonable assurance on the
adequacy of the Group’s internal controls. Detailed
discussion of these functions are elaborated in the
Statement on Risk Management and Internal Control;
and the Audit Committee Report on pages 190 to 197
of this Annual Report.
The Board is also responsible in ensuring the smooth
function of core processes, board governance,
corporate values and ethical oversight. The
Independent Non-Executive Directors will further
provide an independent and objective perspective that
acts as an effective check and balance mechanism in
deliberating the above mentioned.
Formalised Ethical Standards through Code of
Ethics
Terms of reference have been developed for both the
Board and Management, defining their respective
authorities, duties and responsibilities, and this is covered
by the Group’s Code of Conduct and Business Ethics.
While the Chairman encourages full discussion and
deliberation of issues affecting the Group by all Board
Members, the Board has also appointed Zainah Mustafa,
the Independent Non-Executive Director who is also the
Chairman of the Audit Committee, to whom concerns
pertaining to the Group may be conveyed by shareholders
and other stakeholders.
The Directors adhere to the Code of Ethics which is
contained in the Board Policy Manual, the important
aspects of which are as follows:
• Members must represent non-conflicted loyalty to the
interests of the Group;
• Members must avoid conflict of interests with respect
to their fiduciary responsibilities;
• Members may not attempt to exercise individual
authority over the Group unless it is explicitly provided
for in the Board Policy Manual; and
• 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 the “pay for performance” concept.
Employees are rewarded based on their contributions and
level of 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.
171
KPJ Healthcare Berhad
Annual Report
2015
