Change - S P Setia Berhad

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S P Setia Berhad Group
Corporate Governance Statement
3. Board Balance
The Board comprises six (6) Executive Directors and six (6) Non-Executive Directors of whom four (4) are independent
which fulfils the prescribed requirement for one third of the Board to be independent as stated in paragraph 15.02 of the
Bursa Securities Listing Requirements. A brief profile of each Director is presented in page 43 to 48 of this Annual Report.
The current composition of the Board provides the Group with a wealth of knowledge and experience to draw on with a
comprehensive mix of skills which includes financial, technical and business expertise which are vital for the continued
successful direction of the Group.
All Directors are jointly responsible for determining the Group’s strategic business direction.
The Executive Directors are responsible for overseeing the Group’s financial and operational matters and also to execute
the Group’s business strategies. The Independent Non-Executive Directors ensure that the strategies proposed by executive
members of the Board and management are fully discussed and evaluated, taking into account the long term interests of
all stakeholders, namely the Company’s shareholders, employees, customers, business associates and the community as a
whole.
4. Supply of Information
The Directors have full and unrestricted access to all information pertaining to the Group’s business and affairs to enable
them to discharge their duties. All Directors are provided with the agenda together with the Board papers in advance of
Board Meetings to enable them to consider and deliberate knowledgeably on issues and to facilitate informed decision
making.
In addition there is a schedule of matters reserved specifically for the Board’s decision which includes the approval of
corporate plans and budgets, material acquisitions and disposals of assets, major capital projects, financial results, dividend
recommendations and board appointments.
Senior Management officers may be invited to attend Board Meetings when necessary, to furnish the Board with explanations
and comments on the relevant agenda items tabled at the Board meetings or to provide clarification on issue(s) that may
be raised by any Director.
All Directors have access to the advice and services of the Company Secretary and Senior Management and may seek
independent professional advice, at the Company’s expense, if required, in furtherance of their duties.
5. Appointment and Re-election to the Board
Appointments to the Board are made based on the recommendation of the Nomination Committee. In accordance with the
Company’s Articles of Association, all Directors shall retire from office at least once every three (3) years but shall be eligible
for re-election.
6. Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme and the Continuing Education Programme (CEP)
prescribed by the Bursa Securities. The Directors will continue to attend other relevant training programmes to keep abreast
with developments on a continuous basis in compliance with paragraph 15.09 of Bursa Securities Listing Requirements.
During the financial year under review, the Directors and senior management have attended various training programmes
conducted by external trainers which they have individually considered as relevant to the Group’s business operations and
strategy.
The Directors will continue to undergo other relevant training programmes to equip themselves with the knowledge to
discharge their duties effectively.