2012 Annual Report - Media Prima Berhad

The commitment and effort of the Board, Management
and employees of Media Prima in sustaining high
standards of corporate governance and investor
relations are proven by the following accolades
received in 2012:
Award
• Best Overall for Corporate
Governance
• Best for Disclosure and
Transparency
• Best for Responsibilities of
Management and The
Board of Directors
• Best for Shareholders’
Rights and Equitable
Treatment
• Best for Investor Relations
Winner of Corporate Social
Responsibility Leadership
Award
Awarded by
AsiaMoney’s
Corporate
Governance Poll
2012
Asia Pacific Young
Business
Conference 2012
The Board of Media Prima is pleased to report to the
shareholders, the Group’s application of the Principles
in the Code and the extent to which the Group has
complied with the “Recommendations”
of the Code during the financial year ended
31 December 2012.
A. THE BOARD OF DIRECTORS
The Group is led and controlled by an effective
Board. All Board members carry an independent
judgement to bear on issues of strategy, performance,
resources and standards of conduct. The Board
understands the Group’s philosophy, principles,
ethics, mission and vision and reflects this
understanding on key issues throughout the year.
The Board delegates authority and vests accountability
for the Group’s day to day operations with a
management team led by the Group Managing
Director (GMD). The Board, however assumes
responsibility for the following in discharging its duty
of stewardship of the Group:
• Reviewing and adopting the strategic plan for
the Group;
• Overseeing the conduct of the Group’s business
to evaluate whether the Group is being
properly managed;
TELEVISION
NETWORKS
RADIO OUTDOOR
NETWORKS
• Succession planning including appointing, training,
fixing the compensation of Senior Management
and where appropriate, the replacement of
its members;
• Identifying principal risks and ensuring
implementation of appropriate systems to manage
these risks;
• Developing and implementing an investor relations
programme and shareholder communications
policy for the Group; and
• Reviewing the adequacy and the integrity of the
Group’s internal controls system and management
information systems, including systems for
compliance with applicable laws, regulations,
rules, directives and guidelines.
Board Composition and Balance
The Board comprises of individuals who are highly
experienced in their respective fields of endeavour and
whose knowledge, background and judgement is
valuable in ensuring that the Group achieves the highest
standards of performance, accountability and ethical
behaviour as expected by Media Prima’s stakeholders.
The Board has a balanced composition of Executive
and Non-Executive Directors (including Independent
Directors) such that no individual or group of individuals
can dominate the Board’s decision-making powers and
processes. The Independent Non-Executive Directors
make up 50% of the Board membership.
The directors of the Group do not hold more than 5
directorships in public listed companies as prescribed
by Bursa Securities Listing Requirement.
As at 31 December 2012, the Board has ten (10)
members, of which three (3) are Executive Directors
and seven (7) are Non-Executive Directors. The Board
believes the size of the Board is optimal given the
scope and size of the Group, and sufficient to provide
for effective debate and decision making with a
substantial degree of independence from the
Management. A brief description of the background
of each director is set out on pages 90 to 94 of this
Annual Report.
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CONTENT
CREATION
NEW MEDIA
105
annual
report
2012
From Our Perspective Who We Are Our Strategy & Achievements Our Performance Our Responsibility Our Leadership Corporate Governance The Financials Additional Information