Board Composition and Balance

The Board currently has seven (7) members, comprising one (1) Non-Independent Non-Executive Director, one (1) Non-Independent Executive Director and five (5) Independent Non-Executive Directors. This is in compliance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Securities (the “Listing Requirements”) which requires at least one-third (1/3) of the Board to comprise of Independent Directors.

The independent Non-Executive Directors provides the necessary checks and balances in the Board’s exercise of their functions by facilitating an independent evaluation of the Board’s decisions and decision making process.

The Board believes that both genders are to be given fair and equal treatment and any new appointments to the Board shall be based solely on merit, experience, qualifications and other attributes. Currently, there is a female Director on the Board.

The Board is satisfied with the level of independence demonstrated by the Directors during the financial year and their ability to act in the best interest of the Group.

Recommendations of the Code provide that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. However, an Independent Director may continue to serve the Board subject to the Independent Director’s re-designation as Non-Independent Non-Executive Director. In the event the Board intend to retain the Director as independent after a cumulative term of 9 years, justification from the Board and shareholders’ approval at the general meeting are required. Dato’ Mohd Salleh Bin Hj Harun, Dr. Nikolai Dobberstein and Mr. Loh Lee Soon, all being Independent Non-Executive Directors had exceeded the term of 9 years during the financial year. In compliance with the Code, the shareholders of the Company during the Thirteenth (13th) Annual General Meeting held on 30th November 2015 re-elected the named Directors to continue in office as Independent Non-Executive Director until the conclusion of the next Annual General Meeting. A brief profile of the Directors is included in the Board of Directors – Profiles as set out on pages 14 to 20 of the Annual Report. The Board is well-balanced and comprises highly respected professionals of various backgrounds and industries which are relevant to the Group’s business activities. The Directors’ wide ranging experience and expertise provide the Group with the strategic thinking which is vital for the Group’s success.

None of the Non-Executive Directors participate in the Group’s day-to-day management activities. The Independent Non-Executive Directors play a pivotal role in ensuring corporate accountability and provide an essential source of impartial and professional advice and judgment to safeguard the interests of the Group and its stakeholders.

In order to achieve a balance of power and authority, there is a clear division of responsibility between the Chairman of the Board and the Group CEO, via the appointment of separate Board members to hold respective positions.

The Chairman is primarily responsible for ensuring the Board’s effectiveness, along with other areas as detailed below:

  • Ensuring proper balance in the Board’s membership, subject to the approval of the shareholders and other members of the Board;
  • Ensuring that all relevant issues are included in the Board meeting agendas;
  • Ensuring that all Directors, both Executive and Non-Executive, are enabled and constantly motivated to play their role to the fullest of their abilities. This includes ensuring that the Board members, particularly the Non-Executive Directors, continuously receive timely and relevant information tailored to their needs, and are properly briefed on issues arising, if any, during the Board meetings; and
  • Ensuring that the Executive Director constantly looks above and beyond his management function, and fully accepts his responsibilities in the area of corporate governance.

The Group CEO is responsible for the day-to-day running of the Group’s business, and ensuring that the Group’s policies and strategies as approved and adopted by the Board are implemented with the assistance of the Senior Management Team (“SMT”).