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Corporate Governance
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Audit and Risk Management Committee
Nominating Committee
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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. Board Evaluation

The Nominating Committee (“NC”) reviews annually the size and composition of the Board and the Board Committees in order to ensure the Board has the requisite competencies and capacity to effectively oversee the overall business and carry out its responsibilities. The NC uses the Board and the Board Committee Evaluation Form comprising questionnaires for the assessment. The effectiveness of the Board is assessed in the areas of the Board’s responsibilities and composition, administration and conduct of meetings, communication and interaction with management and stakeholders and board engagement. A Board Skills Matrix Form is also used as a general assessment of the composition, knowledge skills and experience of the current board.

The annual evaluation of the individual Directors/Board Committee members are performed by the NC via the Directors’ Evaluation Form comprising questionnaires pertaining to the Director’s knowledge and skills, participation, contributions to interaction and performance, caliber, personality, and time commitment. In the case of Independent Directors, it includes his exercise of independent judgment and objectivity with integrity.

The NC convened one (1) meeting for the financial year under review which was attended by all its members. At that meeting, the NC facilitated and carried out the assessment and evaluation of the Board, the Board Committees and individual Directors. Having conducted a detailed evaluation, the NC and the Board were satisfied that each of the members of the Board has the requisite competence to serve on the Board and all of them have discharged their duties and responsibilities effectively during the FYE 2015. There were active participation and contribution by all members at meetings. It was concluded that the current Board comprises a good and diverse mix of individuals with governmental, manufacturing, marketing, finance and accounting, shipping, engineering, technical and commercial experience, contributing considerable knowledge, judgment and experience to the Group, and is adequate in terms of number.

The Board acknowledges the recommendation of the MCCG 2012 on the establishment of a gender diversity policy for the Board. There is no plan by the Board to implement a gender diversity policy or target, as the Group adheres to the practice of non-discrimination of any form, whether based on age, gender, race or religion, throughout the Group. This includes the selection of Board members. The Company believes in, and provides equal opportunity to candidates with merit. The Group is of the view that the suitability of a candidate for the Board is dependent on the candidate’s skills, expertise, experience, character, time commitment, integrity and other qualities in meeting the needs of the Company, regardless of gender.

II. Appointment of Directors

Candidates for appointment to the Board as Independent NEDs are selected after taking into consideration the mix of skills, experience and strength that would be relevant for the effective discharge of the Board’s responsibilities. Potential candidates are evaluated by the NC based on their respective profiles as well as their character, integrity, professionalism, independence and also their ability to commit sufficient time and energy to the Company’s matters. Prior to consideration by the Board, the candidate is also required to declare his state of health, financial condition and furnish details of any subsisting legal proceedings in which he is party.

III. Re-election and re-appointment of Directors

In accordance with the Article 97 of the Company’s Articles of Association (“AA”), all Directors shall retire from office once at least in each two (2) years, but shall be eligible for re-election. The retiring Director shall retain office until the close of meeting at which he retires.

Article 101 of the Company's AA also provides that Directors newly appointed by the Board shall hold office until the next following AGM and shall be eligible for

re-election. Pursuant to Section 129(2) of the Companies Act, 1965 (“CA”), the office of a Director of or over the age of seventy (70) years becomes vacant at the conclusion of every AGM unless he is re-appointed by a resolution passed at such an AGM of which no shorter notice than that required for the AGM has been duly given and by a majority of not less than three-fourths (3/4) of all members present and voting at such AGM.

Yeoh Jin Hoe, Yeoh Jin Beng and Razmi Bin Alias who were due to retirement pursuant to Article 97 of the Company's AA at the close of the Twelfth AGM of the Company on 28 April 2016, were re-elected as Directors at the aforesaid AGM.

IV. Directors’ Remuneration

The current remuneration of the Non-EDs at Company level is based on a standard fee determined by the Board that reflects their expected roles and responsibilities and is subject to the approval of shareholders at the AGM. The remuneration packages for the EDs comprise of a combination of basic salary and a variable performance bonus. Meeting allowance is paid to Directors and Board Committee members in accordance with the number of Board meetings and Board Committee meetings attended by each of them during a financial year. The Directors are also reimbursed reasonable expenses incurred by them in the course of carrying out their duties on behalf of the Company.

The remuneration of the Directors categorised into appropriate components for the FYE 2015 are as follows :

Category EDs
Fees 196,000 292,000 488,000
Salaries 873,000 944,000 1,817,000
Bonuses 328,500 500,000 828,500
Allowances 12,000 24,000 36,000
Other remuneration 145,140 173,760 318,900
Benefits-in-kind 24,782 3,331 28,113
Total 1,579,422 1,937,091 3,516,513

The number of Directors whose total remuneration falls within the following bands are:

Remuneration Range Number of Directors
Between RM750,001 – RM800,000 1
Between RM800,001 – RM850,000 1
Between RM50,001 – RM100,000 2
Between RM100,001 – RM150,000 1
Between RM1,700,001 – RM1,750,000 1