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Principle 1 - Establish Clear Roles and Responsibilities (CONT’D)
1.5 Access to Information and Advice
All Directors have unrestricted access to the Company’s records and information, and receive quarterly detailed financial
and operational reports from the Management.
TheChairman and other Non-ExecutiveDirectors, especiallymembers of Audit Committee (“AC”), regularly communicates
with the Managing Director and senior management, requesting for additional information and clarification as deem
necessary.
In addition, should the Board required specific expertise that is not available and/or insufficient among the board
members, the Board has the right to seek assistance from any external expertise and independent professional for
advice, at the Company’s expenses, in order for the Board to carry out its duties and responsibilities professionally.
1.6 Qualified and Competent Company Secretary
The Board is regularly updated and advised by the Company Secretary who is qualified, experienced and competent
on new statutory and regulatory requirements, and the resultant implications to the Company and Directors in relation
to their duties and responsibilities.
The Company Secretary ensures the flow of information to the Board and its Committees. The Company Secretary
ensures that Board procedures are complied with and advised the Board on governance matter. The Company Secretary
ensures that all Board and Committees meetings are properly convened, and that accurate and proper records of the
proceedings and resolutions passed are recorded and maintained in the statutory register of the Company. The Company
Secretary also keeps abreast of the evolving capital market environment, regulatory changes and developments in
Corporate Governance through continuous training.
1.7 Board Charter
The Board formalised the board charter at a board meeting held on 24 April 2013. The charter provides guidance for
Directors and management regarding the responsibilities of the Board, in carrying out their stewardship role, in dealing
with ethical issues and in discharging their duties towards the Group as well as boardroom activities. The salient features
of the Charter are disclosed in the company’s website at
in line with Recommendation 1.7 of the
MCCG 2012.
Principle 2 - Strengthen Composition of the Board
2.1 Nomination Committee
The Nomination Committee (“NC”) comprises three (3) Non-Executive Directors, who are Independent Directors. The
members of the NC are as follows:
1. Dato’ Ismail bin Hamzah
Chairman, Independent Non-Executive Director
2. Dr. Choong Tuck Yew
Member, Independent Non-Executive Director
3. Dr. Goy Hong Boon
Member, Independent Non-Executive Director
The NC is to identify, assess and recommend new nominees to the Board and Board Committee. The NC is entrusted
with the task of assisting the Board in reviewing the required mix of expertise, skills, experiences and qualifications which
Executive Directors and Independent Non-Executive Directors should have. The NC is also responsible to assess the
effectiveness of the Board as a whole, the Board committee and the contribution of each individual Director. The NC met
on three (3) occasions during the financial year 2013.
The Board, currently, appoints its members through a formal and transparent selection process conducted via NC. This
process has been reviewed, approved and adopted by the Board as a whole. New appointees will be considered and
evaluated by the Board and the Company Secretary will ensure that all appointments are properly made and that legal
and regulatory obligations are met.
Corporate Governance Statement (CONT’D)
SCC HOLDINGS BERHAD
(511477-A)
