KLInfra-AnnualReport2004 (1.1MB).pdf - Announcements - Bursa ...

CORPORATE GOVERNANCE STATEMENT
KL Infrastructure Group Berhad (Company No. 425654-M) (Incorporated in Malaysia) and its subsidiaries
The Board of Directors of KL Infrastructure Group Berhad is committed to ensuring that The Principles and Best Practices
of the Malaysian Code on Corporate Governance (“the Code”) are observed and practised throughout the Group as a
fundamental part of discharging its responsibilities to protect and enhance shareholders’ value.
In preparing this report, the Board has considered the manner in which it has applied the Principles of the Code and extent
to which it has complied with Best Practices of the Code.
1. THE BOARD OF DIRECTORS
1.1 The Board
The Board has the overall responsibilities for corporate governance, strategic direction and overseeing the business of
the Group. The Board has set up several Board Committees and the functions and terms of reference of the Board
Committees are defined in their respective terms of reference. Board Committees include the Audit Committee,
Nomination Committee and Remuneration Committee.
1.2 Board Balance
As at the date of this statement, the Board consists of eight (8) members; comprising an Independent Non-Executive
Chairman, one (1) Managing Director, two (2) Executive Directors, one (1) Non-Executive Director, one (1) Non-
Independent Non-Executive Director and two (2) Independent Non-Executive Directors. The profiles of the members
of the Board are provided in the Annual Report.
There is a proper balance in the Board with the presence of Independent Non-Executive Chairman and Independent
Non-Executive Directors as they provide unbiased and independent views, advice and judgement as well as safeguard
the interest of other stakeholders such as minority interests.
Datuk Ahmad Rejal Arbee is the Senior Independent Non-Executive Director to whom concerns may be conveyed
where it could be inappropriate for the concerns to be dealt with by the Chairman or the Managing Director.
1.3 Duties and Responsibilities
The Board has the overall responsibility for corporate governance, establishing goals, strategic direction and reviewing
the Group’s performance and operation. The Board is led by a Chairman, a Managing Director and two (2) Executive
Directors, who encourages healthy exchange of independent views on issues relating to the Group. The day-to-day
operations of the Group are under the charge of the Managing Director. All Board and members’ meetings are however
being chaired by the Chairman.
This clear division of responsibilities will ensure a balance of power and authority so that no one individual has
unfettered powers of decision.
The Board has within itself, professionals drawn from varied backgrounds, bringing in depth, and diversity in
experience, expertise and perspective to the Group’s business operations.
The independent Directors are free from any business or other relationship that could interfere with the exercise of
their independent judgement.
1.4 Board Meetings
All Board members are supplied with information on a timely manner. Board reports are circulated prior to Board
meetings and the reports provide, amongst others, financial and corporate information, significant operational,
financial and corporate issues, performance of the Company and of the Group and management proposals which
require the approval of the Board.
All Directors have access to all information within the Group and to the advice and service of the Company Secretaries
who are responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations
are complied with.
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