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