APM AUTOMOTIVE HOLDINGS BERHAD
20
The number of Directors of the Company [including former Directors who resigned/retired from the Company
during the year] whose total remuneration including benefits-in-kind for the financial year ended 31 December
2014 which fall within the required disclosure bands are as follows:
Range of Remuneration
Executive
Non-Executive
RM50,000 and below
-
1
RM100,001 to RM150,000
-
3
RM700,001 to RM750,000
2
-
RM1,200,001 to RM1,250,000
1
-
RM1,250,001 to RM1,300,000
1
-
RM1,450,001 to RM1,500,000
1
-
Principle 3 – Reinforce Independence of the Board
The Company is led by an experienced Board with a diverse background in business and financial experience, and
skills which are vital for the continued progress and success of the Group.
The President, who is also the Chairman of the Board, is primarily responsible for setting the Group’s strategic
direction and leading the Board in the oversight of management. The role of day-to-day management of the
Group’s business development and operations and implementation of policies and decisions of the Board is helmed
by the Chief Executive Officer and the Executive Directors. The Board believes that such division of power and
responsibilities helps ensure that no one person in the Board has unfettered powers to make major decisions for the
Company unilaterally.
While the position of the Chairman is not held by an Independent Non-Executive Director, the Board has three (3)
Independent Non-Executive Directors, constituting one third (1/3) of the composition of the Board. The Board
acknowledges the importance of balance of power and authority of the Board and has identified Dato’ N. Sadasivan as
the Company’s Senior Independent Non-Executive Director, to whom concerns may be conveyed by fellow Directors,
shareholders and other stakeholders.
The Chairman is responsible for ensuring the adequacy and effectiveness of the Board’s governance process and
acts as a facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters being
deliberated and that no Board member dominates discussion.
The Independent Non-Executive Directors bring to bear objective and independent views, advice and judgment on
interests, not only of the Group, but also of shareholders, employees, customers, suppliers and the communities in
which the Group conducts its business. Independent Non-Executive Directors are essential for protecting the interests
of shareholders and can make significant contributions to the Company’s decision making by bringing in detached
impartiality.
The Nominating Committee assesses the independence of the Independent Non-Executive Directors based on criteria
set out in the Listing Requirements of Bursa. The Charter provides a limit of a cumulative term of nine (9) years on the
tenure of an Independent Non-Executive Director and thereafter he may be re-designated as a Non-Independent Non-
Executive Director. In the event the Board intends to retain the Director as Independent Non-Executive Director after
the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’
approval at general meeting.
In justifying the decision, the Nominating Committee is required to assess the candidate’s suitability to continue as an
Independent Non-Executive Director based on the criteria on independence adopted by the Board.
CORPORATE GOVERNANCE
STATEMENT
