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Principle 3 - Reinforce Independence
3.1 Assessment of Independence Annually
The Board strives on the independency of the Non-Executive Directors, who shall have the ability to exercise their duties
and make decisions which are in the best interests of the shareholders, unfettered by any business or other relationship
with the Executive Directors, ownership and any other interest in the operation of the Company. The Board conducts
annual reviews of the independence of each and every of the Directors, in addition of the responsibility of each Director
in making immediate declaration over their interest and independency to the Board at any time during his tenure of
service.
The Company currently has three (3) Independent Non-Executive Directors, who fulfill the criteria of “Independence”
as prescribed under Rule 1.01 of the Bursa Malaysia Securities Berhad (“Bursa Securities”) ACE Market Listing
Requirements (“AMLR”).
3.2 Tenure of Independent Directors
The Board has adopted the recommendation of MCCG 2012 that the tenure of an Independent Director should not
exceed a cumulative term of nine (9) years. Upon the completion of the nine (9) years, an independent director may
continue to serve on the Board subject to the director’s re-designation as non-independent director or to obtain
shareholders’ approval in the event it retains as an independent.
3.3 Shareholders’ Approval for the re-appointment of Independent Director
For the year under review, none of the current independent board members had served the Company for more than
nine (9) years cumulatively. However, if the tenure of the independent director exceeds nine (9) years, the said board
member would be re-designated as a non-independent director after the said nine (9) years of service. In the event that
the said board member is being retained as an independent director, he is to be officially re-elected by the shareholders
at the general meeting.
3.4 Separate Positions of the Chairman and Managing Director
The Board is mindful of Recommendation 3.5 of MCCG 2012 which recommends that if the Chairman is not an
independent Director, the Board must be comprised of a majority of independent Directors.
Notwithstanding this, the Board is of the opinion that there is no issue with regards to the balance of power and authority
on the Board as the roles of Executive Chairman and the Managing Director are set out and established while the
decision making process of the Board is based on collective decisions without any individual exercising any considerable
concentration of power or influence and well balanced by the presence of strong elements of independence in the
Board.
3.5 Composition of the Board
The Board as at the date of this statement comprises eight (8) members:-
a)
One (1) Executive Chairman
b)
One (1) Managing Director
c)
Three (3) Executive Directors
d)
Three (3) Non-Executive Directors
Corporate Governance Statement (CONT’D)
ANNUAL REPORT 2013
