Subsequent to the financial year end, Kamaruzzaman Abu Kassim,

Board Responsibility

who was appointed as the new President and Group CEO of JCorp on

In discharging their duties and responsibilities, the Board ensures

1 December 2010, was appointed as Director and Chairman of the

that all decisions made are in the best interests of the Company and

Company on 3 January 2011 and 12 January 2011, respectively.

stakeholders. the key duties of the Board include the following:

·

Review and adopt the business strategic plans for the group.

Prior to his appointment as the President and group CEo of JCorp,

The strategic and business plan for the period 2011 ­ 2015

from 29 July 2010 until 30 november 2010 he was the acting

was tabled, discussed and approved by the Board at its meeting

President and group CEo for JCorp. He carried with him vast

on 28 February 2011. Additionally, on an ongoing basis as need

experience within the corporate business and has been with the

arises, the Board will assess whether projects, purchases and

JCorp group since December 1992. Before the appointment he

sale of equity as well as other strategic consideration being

has held many positions within the JCorp group, among others

proposed at Board meetings during the year are in line with the

were Chief operating officer, Senior vice President-Corporate

objectives and broad outline of the adopted strategic plans.

Services and Finance, Managing Director and Executive Director

of Damansara Realty Bhd, a JCorp's company listed on the Bursa

·

oversee and review the group's annual budget, operational and

Malaysia Securities Bhd. He is also a Director and Chairman of other

financial performance on a periodic basis against the budget. At

listed companies within the JCorp group, Kulim Bhd, QSR Brands

Board meetings, all operational matters will be discussed and

Bhd, KFC Holdings (Malaysia) Bhd and Sindora Bhd.

appropriate consultation will be sought if necessary. Where and

when available, the performance of the group will be benchmarked

other than actively involved in the corporate business, he also

and compared against the performance of its competitors.

contributed significantly to the development of the JCorp group's

commitment towards Corporate Social Responsibility. He is also a

·

Identify and manage principal risks and ensure the

director in Waqaf An-nur Corporation Bhd, an Islamic endowment

implementation of appropriate systems to manage these risks.

institution that spearheads JCorp group's Corporate Responsibility

Various committees in relation to clinical and professional risk

programmes, including the unique Corporate Waqaf Concept initiated

were set up and the functions of each committee are disclosed

by JCorp.

in pages 75 to 77.

He also sits as Director of Damansara REIt Managers Sdn Bhd.

·

Succession planning, including appointing, training and fixing

Besides that, he is also the Chairman and/or Director of several

the compensation of, and where appropriate, replacing senior

other companies within the JCorp group.

management. the Board will deliberate on the latest plans and

actions taken in respect of the succession planning as provided

The current Chairman has never held the position of Managing

by the group Human Resources Services. More importantly,

Director of the Company.

after several years of continuous efforts in emphasizing and

communicating the importance of succession planning, the

the Managing Director of the Company, Datin Paduka Siti Sa'diah

subject has now become an ongoing agenda being reviewed

Sheikh Bakir, began her career with JCorp and has been directly

and discussed at various high-level management and operational

involved with JCorp's Healthcare Division since 1978. She has the

meetings of the group. An overview of the group Human

principal responsibility of implementing the policies and decisions

Resource and its importance to the Group are mentioned on

approved by the Board and progressively reports and communicates

page 30 to 32 of this Annual Report.

all strategic and operational matters to the Board for decision-

making purposes.

·

Develop and implement investors' relations programmes or

shareholder communications policy for the group. the group

the Board has also developed and approved the corporate

has introduced many activities with regards to engagement and

objectives for 2011, for which the Managing Director is responsible

communication with investors to ensure that they are well informed

to achieve.

about the group affairs and developments. Details of investors'

activities are disclosed on page 78 of this Annual Report.

Terms of Reference

terms of reference have been developed for both the Board

·

Review the adequacy and integrity of the internal controls of

and Management, defining their respective authorities, duties

the group and management information systems, including

and responsibilities, and this is covered by the group's Code of

compliance with applicable laws, regulations, rules, directives

Conduct and Business Ethics. While the Chairman encourages full

and guidelines. the Board's function as regard to fulfilling

discussion and deliberation of issues affecting the Group by all

these responsibilities effectively are supported and reinforced

Board Members, the Board has appointed tan Sri Dato' Seri Arshad

through the various Committees established at both the Board

Ayub, the Senior Independent non-Executive Director, to whom

and Management's level. Aided by an Independent function of

concerns pertaining to the Group may be conveyed by shareholders

the group Internal Audit Services, the active functioning of these

and other stakeholders.

Committees through their regular meetings and discussions

would provide a strong check and balance and reasonable

assurance on the adequacy of the group's internal controls.

Details of these functions are discussed in the Internal Control

Statement and Audit Committee report in this Annual report.

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