ANNUAL REPORT 2012 - Wawasan TKH Holdings Berhad

010 STATEMENT ON CORPORATE GOVERNANCE
The Board of Directors (“the Board”) of Wawasan TKH Holdings Berhad continues its dedication and
commitment to high standards of corporate governance within the Company and its subsidiaries (“the
Group”).The Board vows to continue with its primary objectives of enhancing shareholders’ value,
in addition to safeguarding the interests of all. It is the aim of the Board to maintain and uphold the
Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (“the MCCG
2012”).
The Board is pleased to report its commitment on the corporate governance practices applied throughout
the financial year under review.
THE BOARD OF DIRECTORS
Roles and Responsibilities of the Board
The Board is spearheaded by experienced and capable Directors who are responsible for determining the
Group’s visions and business strategy whilst maintaining the highest level of business conduct. The Board’s
duties and responsibilities include the followings, amongst others:
• Review and adoption of long term objectives and business strategies
• Review the adequacy and integrity of the internal control system
• Succession planning for Senior Management
• Approve annual budget and financial results
• Ensuring the Group has sufficient resources to meet its objectives
• Approve the appointment and remuneration of Directors
Appointment and Re-election of Directors
The process for the appointment and re-election of Directors to the Board are strict and transparent. The
appointments of Directors are firstly considered by the Nomination and Remuneration Committee. The
Committee undertakes to evaluate and scrutinise the candidates’ credibility, ability, expertise and industry
knowledge that can further fortify the composition of the Board. The Board is constantly looking out for
suitable candidates to join the Board regardless of one’s gender.
During the financial year under review, five (5) Board meetings were held and the record of attendance
for the Directors who held office during the financial year is set out below:
Directors
Number of
Meetings Held
During Director’s
Tenure In Office
Number of
Meetings
Attended
Percentage
of
Attendance
Dato’ Tan Kim Hor
5
5
100%
Dato’ Tan Boon Pun
5
5
100%
Dato’ Tan Hoe Pin
5
5
100%
Dr. Tan Ban Leong
5
5
100%
Michael Lim Hee Kiang
5
5
100%
YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni
Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj
5
5
100%
Geh Cheng Hooi
5
5
100%
BOARD BALANCE AND COMPOSITION
The Board currently has seven (7) members, comprising three (3) Independent Non-Executive Directors
and four (4) Executive Directors (including the Chairman). The number of Independent Directors mentioned
above complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) which requires at least two (2) directors or one-third of the Board, whichever is higher, to
comprise of independent directors.
The Board comprises members with broad spectrum of knowledge, skills and experiences in engineering,
marketing, management, administration, legal practice and finance. Their industry specific knowledge
plus broad business and commercial experience, provide unbiased, fully balanced and independent views,
advice and judgement to many aspects of the Group’s strategy to provide clear and effective leadership
to the Group and to ensure highest standard of conduct and integrity within the Board. A brief profile of
each Director is presented on pages 6 to 8 of this Annual Report.