There is also a schedule of matters reserved specifically
for the Board’s decision, including the approval of
corporate plans and budgets; acquisition and disposal of
assets that are material to the Group; major investments;
changes to management and control structure of the
Group, including key policies, procedures and authority
limits.
The Board is fully aware of its duties and responsibilities
with regards to the matters stated above. Decisions and
deliberations at the Board meetings are recorded in the
minutes of the meeting by the Company Secretary. All
minutes will be confirmed prior to the meeting.
The Directors, whether as a full Board member or in their
individual capacities, have full access to all information
within the Company and could, where necessary take
independent advice at the Group’s expense, in furtherance
of their duties and responsibilities.
Qualified and Competent Company Secretaries
The Company Secretaries are appointed by the Board and
attend all Board and Board Committee Meetings. They
are responsible for providing Directors with advice on
compliance and corporate governance issues.
The Board has unrestricted access to the advice and
services of Company Secretaries. In between meetings,
the President and Managing Director meets regularly with
the Chairman and other Board Members to keep them
abreast on the Group’s current developments.
The Company Secretaries play an advisory role to the
Board in relation to the Company’s constitution, Board’s
policies, procedures and compliance with the relevant
regulatory requirements, including codes or guidance and
legislations. The Company Secretaries support the Board
in managing the Group’s Governance Model, ensuring it is
effective and relevant.
The Company Secretaries safeguard all statutory books
and records of the Group, which are maintained in the
statutory register of the Group. Company Secretaries also
ensure that all Board meetings are properly convened,
ensuring accurate and proper records of the proceedings
and resolutions passed are recorded. The Company
Secretaries also have to ensure that any change in the
Group’s statutory information be duly completed in the
relevant prescribed forms and lodged with the Companies
Commission of Malaysia within the prescribed period of
time.
Board Charter
A Board Charter was adopted in 2014. It captures and
formalises governance practices, Board policies and
guidelines subsisting throughout the Company onto one
formal document in providing clear guidance to all
stakeholders. The Board Charter is available to the public
on the Group website at
The Charter is regularly reviewed and kept up-to-date
with changes in regulations and best practices, while
ensuring its effectiveness and relevance to the Board’s
objectives.
2. STRENGTHENED COMPOSITION
Nomination and Remuneration Committee
The Board has established its own Nomination and
Remuneration Committee (“NRC”). The composition of
the NRC complies with the requirements of Paragraph
15.08A of the MMLR.
The terms of reference of the NRC are available to the
public on the Group website at
The NRC consists of the following members:
a) Dato’ Kamaruzzaman Abu Kassim (Chairman)–
Non-Independent Non-Executive Director
b) Zainah Mustafa – Independent Non-Executive
Director
c) Tan Sri Datin Paduka Siti Sadiah Sheikh Bakir –
Independent Non-Executive Director
d) Datuk Azzat Kamaludin – Independent Non-Executive
Director
172
Statement on
Corporate Governance
