tomypak holdings berhad annual report 2012 - Announcements ...

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Corporate Governance Statement (Cont’d) Directors’ Training Save and except for Mr. Chow Yuen Kou who was appointed as Non-Independent Non-Executive Alternate Director in March 2013, all the Directors have attended the Mandatory Accreditation Programme (‘MAP’) conducted by the Bursa Malaysia Training Sdn Bhd. Mr. Chow Yuen Kou will attend the MAP before July 2013. The Board acknowledges the amendments to Bursa Malaysia Listing Requirements to assume the onus of determining or overseeing the training needs of their Directors. The Directors will continue to attend relevant seminars and courses to stay abreast with the various issues arising from the ever-changing business environment, regulatory and corporate governance developments to enhance their professionalism and knowledge to effectively discharge their duties and obligations. Save and except for Mr. Chow Yuen Kou, all the directors have attended training programs during the year. The trainings attended by the Directors, collectively or individually were as follows:- • Impact of Amendments to Listing Requirements and Malaysian Code on Corporate Governance • The Audit Committee’s Oversight Role on Financial Reporting • Role of Corporate Governance in Growing Economies • Root Cause Analysis • HACCP Awareness • Economic Growth and Environment Sustainability: Some Key Challenges For Asian Governments • Malaysian Code on Corporate Governance 2012 • Balanced Leadership for 21st Century • Integrated Policies for Environmental Resilience and Sustainability • Asia Pacific Independent Director Conference • PNB Group Quality Initiatives 2012 Board Committees The following committees were established to assist the Board in the discharge of its duties. Each committee operates under approved terms of reference. Audit Committee The Audit Committee has been in place since 15 March 1996 and takes the overall responsibility to ensure compliance of accounting policy, reliability of financial statements and audit findings. The Audit Committee should have policies and procedures to access the suitability and independence of external auditors. The composition, terms of reference and activities of the Committee are set on page 14 to page 18 of this Annual Report. TOMYPAK HOLDINGS BERHAD ANNUAL REPORT 2012 pg 25 ▲
ANNUAL REPORT 2012 pg 26 ▲ Corporate Governance Statement (Cont’d) Nomination Committee The Nomination Committee was established on 2 August 2001 and takes the overall responsibility of identifying and selecting suitable candidates for the Board as well as reviewing the structure, size and composition of the Board. The Nomination Committee comprised the following members during the year: Chairman Tan Sri Dato’ Seri Arshad Bin Ayub (Chairman, Independent Non-Executive Director) Members Mr. Teoh Kok Swee @ Michael Teoh (Independent Non-Executive Director) Tan Sri Dato’ Mohd Zuki Bin Kamaluddin (Independent Non-Executive Director) (demised on 17 March 2013) The terms of reference and activities of the Committee are set out below: Terms of Reference The functions of the Committee shall be as follows: (i) to review the structure, size and composition of the Board, and make recommendations to the Board with regard to any adjustments that are deemed necessary; (ii) to identify and nominate candidates for the approval of the Board to fill Board vacancies; (iii) to ensure a mix of skills and experience and other qualities and competencies which non-executive directors should bring to the Board and to assess the effectiveness of the Board, Committees of the Board and contributions of Directors of the Board; (iv) to recommend to the Board for the continuation or termination of service of the Managing Director and other Directors; (v) to recommend to the Board for the continuation or termination of service of any Director who has reached the age of 70; (vi) to recommend Directors who are retiring by rotation to be put forward for re-election; and (vii) to recommend to the Board the employment of adviser or consultant to enable the Board to fulfill its responsibilities. During the year under review, the main activity of the Nomination Committee included recommendation to the Board for the continuation of service of the directors who are retiring by rotation as well as the directors who have reached the age of 70. Due to the demise of Tan Sri Dato’ Mohd Zuki Bin Kamaluddin, the Board is in the progress to nominate a new member of Nomination Committee. TOMYPAK HOLDINGS BERHAD
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