Company Announcements
Financial Highlights
Corporate Governance
Terms of Reference
Audit and Risk Management Committee
Nominating Committee
Remuneration Committee
Corporate Social Responsibility
Research Coverage
The Board of Directors is committed in ensuring that the Group practices good Corporate Governance in line with the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) issued by the Securities Commission of Malaysia. Set out below is a Statement on how the Company has applied the principles and complied with the recommendations set out in the MCCG 2012.
I. The Board’s role and responsibilities

The Board has six (6) members, comprising two (2) Independent Non-Executive Directors (“NEDs”), two (2) Non-Independent NEDs, one (1) Chief Operating Officer (“COO”) cum Executive Director (“ED”) and one (1) ED.

The Board has established clear roles and responsibilities in discharging its fiduciary and leadership functions. It is responsible for ensuring proper management of the Company and its subsidiaries, including optimising long-term financial returns for its shareholders. In addition to fulfilling its obligations for increased shareholder value, the Board has responsibility to the Group’s customers, employees, suppliers and to the environment, governance and communities where it operates, all of whom are fundamental to a successful business.

Having regard to the responsibilities and obligations, the Board directs and supervises the management of the business and affairs of the Group including :
  1. Ensuring that the Group’s goals are clearly established and that a strategic plan, which promotes sustainability, is in place to achieve them;
  2. Establishing policies for strengthening the performance of the Group including ensuring that management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
  3. Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes ensuring the solvency of the Group and the ability of the Group to meet its contractual obligations and to safeguard its assets;
  4. Appointing the COO/ED, including setting the relevant terms and objectives and, where necessary, terminating his employment with the Group;
  5. Ensuring that the Group has appropriate business risk management process, including adequate control environment be it the internal control systems and management information systems, systems for compliance with applicable laws, regulations, rules, directives and guidelines and controls in areas of significant financial and business risks;
  6. Appointing Board Committees to address specific issues, considering recommendations of the various Board Committees and discussing problems and reservations arising from these Committees’ deliberations and reports;
  7. Ensuring that the statutory accounts of the Company and Group are fairly stated and otherwise conform with the relevant regulations including acceptable accounting policies that result in balanced and understandable financial statements;
  8. Ensuring that there is in place an appropriate succession plan for members of the Board and senior management;
  9. Ensuring that the Group adheres to high standards of ethics and corporate behaviour in accordance with the Group’s code of corporate conduct including transparency in the conduct of business. Directors are required to comply with the Directors’ Code of Best Practice;
  10. Reviewing the Board Charter;
  11. Ensuring that there is in place an appropriate corporate disclosure policy and procedure, which leverage on information technology for effective dissemination of information, to ensure comprehensive, accurate and timely disclosures; and
  12. Ensuring that there is in place an appropriate investor relations and communications policy which encourages shareholders’ participation at general meetings and promotes effective communication and proactive engagements with shareholders.

The Board delegates the day-to-day management of the Company to the COO and ED, but reserves for its consideration, significant matters such as the following :

  • Annual budgets
  • Approval of financial results
  • Declaration of interim dividend
  • Business plans and restructuring
  • Issuance of securities
  • Disposal or acquisition of undertakings and assets
  • Appointment of key management persons

The Board has established the roles and responsibilities of the Independent Non-Executive Chairman which are distinct and separate from the duties and responsibilities of the COO and ED. This segregation between the duties of the Independent Non-Executive Chairman and the COO and ED ensures an appropriate balance of role, responsibility and accountability at Board level. The Board does not consider it necessary to nominate a recognised Senior Independent NED given the separation of the roles of the Chairman who is an Independent NED and the COO cum ED.

The Independent Non-Executive Chairman is primarily responsible for the orderly conduct and effective running of the Board, whilst the COO and ED have overall responsibility for the operating units, organisational effectiveness and implementation of the Board’s policies and decision.

The Independent NEDs are not employees and they do not participate in the day-to-day management of the Company. In staying clear of any potential conflict of interest situation, the Independent Directors remain in a position to fulfill their responsibility to provide unbiased and independent views, advice and judgement.

A brief profile of each Director is presented on pages 4 to 6 of the Annual Report 2015.
II. Board meetings and Supply of Information

Board meetings for the ensuing financial year are scheduled in advance before the end of each financial year so that Directors are able to plan ahead their schedule for the year. To facilitate constructive and meaningful deliberations, the proceedings of Board meetings are conducted in accordance with a structured agenda. The agenda together with a comprehensive set of Board papers consisting of reports on the Group’s financial performance, status of major projects, future development, the quarterly or annual financial results, the minutes of preceding meetings of the Board and the Board Committees, and relevant proposal papers, if any, are furnished to the Directors at least five (5) days in advance to allow them sufficient time to review, consider and deliberate knowledgeably on the matters to be tabled. In order to maintain confidentiality, meeting papers on issues or corporate proposals which are deemed highly confidential, would only be distributed to Directors at the Board meeting itself.

The Group Chief Financial Officer (“Group CFO”) attends Board meetings by invitation to update the Board on financial matters and new accounting standards. Advisers and professionals appointed to act for the Company on corporate proposals to be undertaken by the Company are also invited to attend the meeting, if required, to furnish the Board with their views and explanations on relevant agenda item tabled to the Board and to provide clarification on issues that may be raised by any Director.

The Directors’ commitment in carrying out their duties and responsibilities is affirmed by their attendance at the Board meetings held during financial year ended 31 December 2015 (“FYE 2015”), as reflected below :

Director Number of meetings attended in FYE 2015 % of Attendance
Dato’ Seri Subahan Bin Kamal 4 out of 4 100
Marc Francis Yeoh Min Chang 4 out of 4 100
Tan Beng Wah 4 out of 4 100
Yeoh Jin Hoe 4 out of 4 100
Yeoh Jin Beng 4 out of 4 100
Razmi Bin Alias 4 out of 4 100
In between Board meetings, approvals on matters requiring the sanction of the Board are sought by way of circular resolutions enclosing all the relevant information to enable the Board to make informed decisions. All circular resolutions approved by the Board are tabled for notation at the subsequent Board meeting.

The Board has direct access to the senior management and access to any information relating to the Company’s businesses and affairs in the discharge of their duties. Individual Director may also obtain independent professional advice in furtherance of his duties as a Director of the Company, subject to approval by the Chairman or the Board, depending on the quantum of the fees involved.

The Directors have ready access to the advice and services of the Company Secretaries to enable them to discharge their duties effectively. The Company Secretaries brief the Board on the proposed contents and timing of material announcements to be made to Bursa Securities and keep the Board updated on new directives and statutes issued by the relevant regulatory authorities.

The Company Secretaries attend and ensure that all Board and Board Committee meetings are properly convened, and that accurate and proper record of the proceedings and resolutions passed are taken and maintained in the statutory register at the registered office of the Company. The Company Secretaries also work closely with the management to ensure that there are timely and appropriate information flows within and to the Board and Board Committees, and between the NEDs and management.
III. The Board Committees

The Company has four (4) principal Board Committees to assist the Board in discharging its duties. The Board Committees are entrusted with specific responsibilities to oversee the Company’s affairs, with authority to act on behalf of the Board in accordance with their respective Terms of Reference. The Chairman of the respective Board Committees is responsible for informing Directors at the Board Meetings of any salient matters noted by the Committees, and which may require the Board’s direction. The Board is kept abreast of the actions and the decisions of the Board Committees through minutes of these Committees.

  • Audit Committee

    The Audit Committee has been established since 15 September 2005. It comprises wholly of NEDs, with a majority of them being independent as set out below :

    Razmi Bin Alias (Chairman/Independent NED)
    Dato’ Seri Subahan Bin Kamal (Member/Independent NED)
    Yeoh Jin Beng (Member/Non-Independent NED)

    The Terms of Reference of the Audit Committee are set out in the Audit Committee Report on page 23 of the Annual Report 2015.

  • Nominating Committee

    NEDs, with a majority of them being Independent as set out below :

    Dato’ Seri Subahan Bin Kamal (Chairman/Independent NED)
    Razmi Bin Alias (Member/Independent NED)
    Yeoh Jin Beng (Member/Non-Independent NED)

    The Terms of Reference of the Nominating Committee are to :

    • identify, select and recommend to the Board, candidates for directorships of the Company;
    • recommend to the Board, Directors to fill the seats on Board Committees;
    • evaluate the effectiveness of the Board and the Board Committees (including its size and composition), contributions and performance and the independence of the Independent Directors; and
    • ensure an appropriate framework and plan for Board and management succession of the Group.

  • Remuneration Committee

    The Remuneration Committee has been established since 15 September 2005. It comprises wholly of NEDs, with a majority of them being Independent as set out below :

    Yeoh Jin Beng (Chairman/Non-Independent NED)
    Dato’ Seri Subahan Bin Kamal (Member/Independent NED)
    Razmi Bin Alias (Member/Independent NED)

    The Remuneration Committee's primary responsibility is to structure and review the remuneration policies for key executives of the Group, with a view to ensure that compensation and other benefits encourage performance that enhances the Group’s long-term profitability and value. The remuneration package for key executives are subject to the approval of the Board, and in the case of Directors’ fees, the approval of the shareholders at the Annual General Meeting (“AGM”) of the Company.

    In carrying out its duties and responsibilities, the Remuneration Committee has full, free and unrestricted access to the Company’s records, properties and personnel.

    The Remuneration Committee convened one (1) meeting for the financial year under review which was attended by all its members.

  • Risk Management Committee

    The Risk Management Committee which was established on 17 April 2013 comprises of the following :

    Marc Francis Yeoh Min Chang (Chairman/COO cum ED)
    Tan Beng Wah (Member/ED)
    Khoo Kay Leong (Member/Group CFO)

    The Terms of Reference of the Risk Management Committee are to :

    • oversee the identification and management of all applicable risks such as compliance risk, liquidity risk, credit risk, operational risk and market risk;
    • review and approve risk management framework, methodologies in assessing the risk profiles, risk tolerance limits and risk management policies; and
    • ensure that infrastructure, resources, processes and systems are in place for risk management.
IV. Board Charter

The Board had in 2013 adopted a Board Charter which clearly sets out the Board’s strategic intent and outline the Board’s role, powers, duties and functions. The division of responsibilities between the Board, the different Board Committees, the Chairman, COO and ED as well as the Directors’ Code of Best Practice are also contained in the Board Charter. The Board Charter serves as source reference and primary induction literature, providing insights to prospective Board members and the senior management.

The Board Charter is reviewed and updated in accordance with the needs of the Company to ensure its effectiveness and consistency with the Board’s objectives as well as to be compliant with new rules and regulations that come into force.
V. Code of Best Practice for Directors

The Board continues to adhere to the Code of Best Practice for Directors which sets out the standard of conduct expected of Directors with the aim to cultivate good ethical conduct that in turn promotes the values of transparency, integrity, accountability and social responsibility.