KPJ Healthcare Berhad - Annual Report 2018

112 KPJ HEALTHCARE BERHAD CORPORATE GOVERNANCE OVERVIEW In line with this commitment, the Board is continuously reviewing and has taken, where appropriate, the necessary steps to comply with the 3 Principles, 32 Practices and 4 Step-ups of the Malaysian Code on Corporate Governance 2017 ( MCCG 2017). The Board is pleased to elaborate on the Group’s application and extent of compliance with MCCG 2017 during the financial year 2018 in this Corporate Governance Overview Statement (CG Overview). This Statement is supplemented with a Corporate Governance Report (CG Report) pursuant THE BOARD OF DIRECTORS OF KPJ HEALTHCARE BERHAD (BOARD) BEL I EVES THAT GOOD CORPORATE GOVERNANCE ADDS VALUE TO THE BUS INESS OF THE GROUP AND WI LL ENSURE THAT THI S PRACT ICE CONT INUES. THE BOARD BEL I EVES IN PLAY ING AN ACT I VE ROLE IN GUIDING THE MANAGEMENT THROUGH I TS OVERS IGHT REV I EW WHI LE AT THE SAME T IME STEER THE GROUP’S BUS INESS DIRECT ION AND STRATEGY. to paragraph 15.25 of the Main Market Listing Requirements (MMLR) by Bursa Malaysia Securities Berhad (Bursa Securities). The CG Report is available on the Company’s website http://kpj. listedcompany.com/cg_report. html as well as on the website of Bursa Securities. This statement should be read in conjunction with the Statement on Risk Management and Internal Control (SORMIC), and Audit Committee Report as well as Medical Advisory Committee Report (MAC). The Corporate Governance Framework is developed based on the following statutory requirements, best practices and guidelines:- • Companies Act 2016 (CA 2016); • Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities); • Malaysia Code on Corporate Governance 2017; and • Bursa Malaysia Corporate Governance Guide – 3 rd Edition published on 17 December 2017 The Company has complied with the Main Principles set out in the MCCG 2017 which was released in April 2017. The gap analysis was discussed and tabled to the Board in Feb 2019. As at the date of this Integrated Report, we have applied all the practices in MCCG 2017 except for the following:- • Practice 4.1 At least half of the board comprises of independent directors. For Large Companies, the board comprises of a majority of independent directors. • Practice 4.7 The Nominating Committee is chaired by an Independent Director or Senior Independent Director. • Practice 5.1 The Board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out and its outcome. For Large Companies, the board engages independent experts periodically to facilitate objective and candid board evaluations. • Practice 7.3 Step-up Companies are encouraged to fully disclose the detailed remuneration of each of senior management on a named basis. • Practice 12.3 Listed companies with a large number of shareholders or which have meetings in remote locations should leverage technology to facilitate :- - Voting in absentia: and - Remote shareholders’ participation at General Meetings The explanation for the departure from the Practices and measures to be taken are provided in the CG Report.