ANNUAL REPORT 2014
21
Following an assessment and recommendation by the Nominating Committee, the Board recommended that Dato’
N. Sadasivan and Dato’ Haji Kamaruddin @ Abas Nordin whom have served as Independent Non-Executive Director
of the Company for a cumulative term of more than nine (9) years as at the end of the financial year under review,
be retained as an Independent Non-Executive Director, subject to shareholders’ approval at the forthcoming Annual
General Meeting. Key justifications for retaining them as Independent Non-Executive Director are as follows:
• they fulfill the criteria under the definition on Independent Director as stated in the Listing Requirements of Bursa
and, therefore, is able to bring independent and objective judgment to the Board;
• their experience in the relevant industries enable them to provide the Board and Audit Committee, as the case
may be, with pertinent and a diverse set of expertise, skills and competence; and
• they have been with the Company long and therefore understands the Company’s business operations which
enable them to contribute actively and effectively during deliberations or discussions at Audit Committee and
Board meetings, as the case may be.
Principle 4 – Foster commitment of Directors
The Board meets at least four (4) times a year, scheduled well in advance before the end of the preceding financial
year to facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened when
urgent and important decisions need to be made between scheduled meetings. Board and Board Committee papers,
which are prepared by Management, provide the relevant facts and analysis for the convenience of Directors. The
meeting agenda, the relevant reports and Board papers are furnished to Directors and Board Committee members
at least seven (7) days before the meeting to allow the Directors sufficient time to peruse for effective discussion and
decision making during meetings. At the quarterly Board meetings, the Board reviews the business performance of
the Group and discusses major operational and financial issues. All pertinent issues discussed at Board meetings
in arriving at the decisions and conclusions are properly recorded by the Company Secretaries by way of minutes
of meetings. During the financial year under review, the Board convened four (4) Board meetings and the Directors’
attendances at the Board Meetings were as follows:-
Name
Attendance
Dato’ Tan Heng Chew
4/4
Dato’ Tan Eng Hwa
4/4
Low Seng Chee
4/4
Dato’ N. Sadasivan
4/4
Dato’ Haji Kamaruddin @ Abas Nordin
4/4
Dato’ Heng Ji Keng
3/4
Siow Tiang Sae
4/4
Nicholas Tan Chye Seng
4/4
Sow Soon Hock
4/4
As stipulated in the Charter, the Directors shall devote sufficient time to carry out their responsibilities. The Board shall
obtain this commitment from Directors at the time of appointment.
Each Director is expected to commit time as and when required to discharge the relevant duties and responsibilities,
besides attending meetings of the Board or Board Committees.
Directors’ Training – Continuing Education Programmes
The Board is mindful of the importance for its members to undergo continuous training to be apprised on changes to
regulatory requirements and the impact such regulatory requirements have on the Group. The Company Secretaries
normally circulate the relevant guidelines on statutory and regulatory requirements from time to time for the Board’s
reference.
CORPORATE GOVERNANCE
STATEMENT
