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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.

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