Connecting the nation. and Beyond. - ChartNexus

100 / MRCB laporan tahunan 2011 /
statement on
corporate governance
The Board of Directors of MRCB and its Management remain
committed to ensuring that good Corporate Governance
practices continue to be developed and implemented throughout
the Group. MRCB Group regularly reviews its governance
framework and practices to ensure that they remain relevant
and effective in meeting the challenges of its dynamic business
environment.
The Board of Directors, to the best of its knowledge, confirms
that the Group has applied the principles set out in the Malaysian
Code on Corporate Governance (Revised 2007) and the Main
Market Listing Requirements of Bursa Malaysia Securities
Berhad (“MMLR”).
Where relevant, MRCB has also adopted leading best practices
and principles to enhance stakeholder value while ensuring
greater transparency and accountability throughout the Group.
1. mrcB’s BoarD strUctUre
a composition of members
The MRCB Board comprises 8 members, of which five
(5) are Independent Directors, two (2) Non-Independent
Non-Executive Directors and one (1) Non-Independent
Executive Director.
The higher proportion of Independent to Non-Independent
Directors reflects MRCB’s commitment to uphold the
principles of objectivity and integrity in applying the
principles of Corporate Governance.
On a regular basis, the Nomination Committee of
the Board reviews the mix of skills, knowledge and
experience of its members. The Board is of the opinion
that the present number and composition of its members
enables it to discharge its duties and responsibilities
effectively and competently.
The profiles of each member of the Board are set out on
pages 32 to 39 of this report.
b appointments to the Board
The Board Nomination Committee is entrusted with the
responsibility of assessing capable candidates to be
appointed as members of the Board.
In 2011, Dr Roslan A Ghaffar, an Independent Director,
retired on 4 April 2011 and Datuk Ahmad Zaki Zahid,
an Executive Director, resigned on 15 October 2011.
Subsequently, Dato’ Chong Pah Aung and Jamaludin
Zakaria were appointed Independent Directors on 21
June 2011 and 24 August 2011 respectively.
The Board presently comprises five (5) Independent and
three (3) Non-independent Directors with an optimal
mix of skill sets and depth of experience in the areas
of corporate strategy, finance, business management,
property development and management as well as
strong networking in the public and private sectors.
c Board Independence and effectiveness
The Board of Directors has a collective responsibility
for the management and oversight over the Group.
The Executive Director is responsible for the day-today
business operations of the Group while the Non-
Executive Directors provide independent scrutiny and
judgement to decisions made by management and
provide objective challenges to management to ensure
that the objectives of the Group are achieved in a robust
and responsible manner.
The roles of the Chairman and Chief Executive Officer
(“CEO”) are held by separate individuals, with clear
division of responsibilities and authorities. While the
Chairman provides independent oversight over the
operations of the Group, the CEO is responsible for
ensuring the smooth and effective running of the Group.
The CEO charts the overall business direction of the
Group, reports and communicates key strategic matters
and proposals to the Board, and implements decisions
made by the Board.
The Chairman is also responsible for chairing the
meetings of the Board and ensuring that there is
adequate deliberation and evaluation of proposals and
information provided by management. In the absence
of the Chairman, the most Senior Independent Director,
Dato’ Ahmad Ibnihajar, will chair the Board meetings.
The Board has established five (5) Committees, each
with specific authorities and responsibilities, to assist
the Board discharge its duties and responsibilities
effectively. In these Committees, the skills and expertise
of each Director are tapped. At these Committees, detailed
review and deliberation of strategic issues are carried out.
Nevertheless, the Board retains the ultimate responsibility
for decisions made.