ANNUAL REPORT 2012 - Wawasan TKH Holdings Berhad

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STATEMENT ON CORPORATE GOVERNANCE (cont’d) 011 There is also a clear division of responsibility between the Chairman and Chief Executive Officer to ensure a proper balance of power and authority. The Chairman is responsible for the orderly conduct and working of the Board and the Chief Executive Officer is responsible for the running of the business, implementation of policies and strategies adopted by the Board. Decisions made by the Board are communicated through the Chief Executive Officer to the senior management team. The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate governance accountability, as they provide unbiased and independent views and advice in ensuring that the strategies proposed by the management are fully deliberated and examined in the long-term interests of the Group, as well as the shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business. The Nomination Committee will conduct an annual assessment on the Independent Non-Executive Directors to determine whether the Board has an appropriate number of Independent Non-Executive Directors as well as fitting balance of expertise, skills and competencies. The three Independent Non-Executive Directors continue to display their independence through their continuous commitments in meetings and formulating practical solutions adopted by the Board. Michael Lim Hee Kiang, the Senior Independent Non-Executive Director is the Referral Director to whom all shareholders’ concerns may be conveyed. SUPPLY OF INFORMATION The Directors have full and unrestricted access to all information pertaining to the Group’s business and affairs, whether as a full Board or in their individual capacity, in furtherance of their duties. All Directors are provided with agenda, minutes of previous meeting and a set of Board papers prior to Board meetings to enable the Directors to obtain further information or explanations to facilitate informed decision-making. The Board papers include reports on the Group’s financial, operational and corporate developments. The minutes of Board meetings are circulated to the Directors to be confirmed and noted at the following meeting. All minutes of Board meetings are kept in the Minutes Book at the Registered Office of the Company. All directors have full access to the advice and services of the Company Secretary who will be responsible to ensure that Board procedures are adhered to at all time during meetings and to advise the Board on matters including corporate governance issues and directors’ responsibilities in complying with relevant legislations and regulations. DIRECTORS’ TRAINING All Directors have attended and successfully completed the Mandatory Accreditation Programme. The Board recognizes the importance for the Directors to be provided with regular training and keep abreast with the latest development. As at the date of the Statement, the Directors have attended various trainings including the annual in-house directors’ training arranged by the Company on Green Technology Awareness Programme and the Malaysian Financial Reporting Standards (MFRSs) training. The Directors believe that continuous update, learning and effective training are crucial elements to further enhancing their skills and knowledge that will complement their services to the Group. RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS In accordance with the Company’s Articles of Association, one third (1/3) of the Board members shall retire from office and be eligible for re-election. The Directors shall retire from office at least once in every three years. Pursuant to Section 129 of the Companies Act, 1965, Directors who are over the age of seventy (70) years are required to retire from office at every Annual General Meeting (“AGM”) and may offer themselves for re-appointment and to hold office until the conclusion of the next AGM.
012 STATEMENT ON CORPORATE GOVERNANCE (cont’d) DIRECTORS’ REMUNERATION The benchmark for the remuneration of the Executive and Non-Executive Directors is aligned with the market practice. The remuneration package of the Executive Directors includes basic salary, incentive and other benefits. Non-Executive Directors’ remuneration is based on standard fixed fees and meeting allowances for each Board and Committee meeting they attend. The aggregate remuneration of Directors received from the Company and the subsidiaries for the financial year ended 31 December <strong>2012</strong> is as follows: Fees Salaries, Bonuses & EPF Allowances Executive Directors RM - - - Non-Executive Directors RM 90,000 - 26,500 The number of Directors of the Company whose total remuneration falls within the following bands is as follows: Range of remuneration Executive Directors Non-Executive Directors Below RM50,000 RM50,001 – RM100,000 RM100,001 – RM150,000 RM300,001 – RM350,000 RM500,001 – RM550,000 - - - - - 3 - - - - BOARD COMMITTEES The Board has delegated specific responsibilities to three (3) committees, which operate within approved terms of reference, to assist in the Board in carrying out its duties and responsibilities. Notwithstanding the above, the ultimate responsibility for the final decision lies with the full Board. NOMINATION COMMITTEE Duties and Responsibilities The role of the Nomination Committee is to identify and nominating suitable candidates with balance mix of qualifications, skills and experience to the Board. In addition to that, the Nomination Committee also carries out annual evaluation on the effectiveness of the Board as a whole, the various Committees of the Board and each individual Director’s contribution to the effectiveness of the Board’s decision making process. The members of the Nomination Committee are: • Michael Lim Hee Kiang (Chairman of Committee) • YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj REMUNERATION COMMITTEE The Remuneration Committee is tasked at reviewing, assessing and recommending remuneration packages of the Executive Directors with the independent professional advice when such need arises. The members of the Remuneration Committee are: • Michael Lim Hee Kiang (Chairman of Committee) • YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj AUDIT COMMITTEE The duties and responsibilities as reflected in the terms of reference of the Committee as well as the members of the Committee are set out on pages 17 to 18 of this Annual Report.
Page 1 and 2: WAWASAN TKH HOLDINGS BERHAD (540218
Page 3 and 4: 002 CORPORATE INFORMATION BOARD OF
Page 5 and 6: 004 CHAIRMAN’S STATEMENT (cont’
Page 7 and 8: 006 DIRECTORS' PROFILE ____________
Page 9 and 10: 008 DIRECTORS' PROFILE (cont’d) Y
Page 11: 010 STATEMENT ON CORPORATE GOVERNAN
Page 15 and 16: 014 STATEMENT ON CORPORATE GOVERNAN
Page 17 and 18: 016 STATEMENT ON RISK MANAGEMENT &
Page 19 and 20: 018 AUDIT COMMITTEE REPORT (cont’
Page 21 and 22: 020 WAWASAN TKH HOLDINGS BERHAD (54
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ANNUAL REPORT 2012 - Wawasan TKH Holdings Berhad

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