2012 Annual Report - Media Prima Berhad

Re-election of Directors
In accordance with the Company’s Articles of
Association, newly-appointed directors shall hold
office until the next Annual General Meeting (AGM)
and shall then be eligible for re-election. The Articles
also provide that all directors shall retire from office
once at least in every three (3) years. Retiring directors
may offer themselves for re-election.
Board Effectiveness Evaluation
The Board through the Nomination Committee
conducts an effective assessment to evaluate the
effectiveness of the Board as a whole, the committees
of the Board and the contribution of each individual
director. The Board has also reviewed its required
mix of skills and experience and other qualities,
including core competencies, which Non-Executive
Directors should bring to the Board. The Board also
examines its size, with a view to determine the
effective number of Board members. The Board is of
the view that the current size of the Board is
appropriate.
Messrs PricewaterhouseCoopers Advisory Services
Sdn Bhd had been engaged to facilitate a Board
Effectiveness Evaluation self-assessment exercise for
MPB Board of Directors. A report on the evaluation
was presented to the Board on 23 February 2012
detailing the areas of strengths and areas of
improvements.
Board Charter
A Board Charter had been established and approved
by the Board on 14 August 2012. The objectives of
the Board Charter are to ensure that all Board
members are aware of their duties and responsibilities
as Board members, the various legislations and
regulations affecting their conduct and that the
principles and practices of good Corporate Governance
are applied in all dealings by Board members
individually and/or on behalf of the Group.
The Board Charter focuses on:
TELEVISION
NETWORKS
• Boards’ roles and responsibilities;
• Boards’ composition and balance;
• Boards’ performance;
• Boards’ meetings;
• Remuneration policies;
• Access to information and independent advice;
• Financial reporting;
• Stakeholder communication;
• Company Secretary; and
• Conflict of interest.
RADIO OUTDOOR
NETWORKS
Company Secretary
The Company Secretary provides a central source of
guidance and advice to the Board, on matters of
ethics and good corporate governance. The Company
Secretary is required to provide the directors,
collectively and individually, with detailed guidance
on their duties and responsibilities. The Company
Secretary assists in determining the annual board
plan and board agenda and in formulating governance
and board-related matters.
The Board has unrestricted access to the advice and
services of the Company Secretary who is responsible
for providing directors with the boards’ papers and
related matters. The Company Secretary coordinates
the induction programme for newly-appointed
directors as well as the Board assessment process.
Board Meetings
Board meetings are scheduled in advance at the
beginning of the new financial year to enable directors
to plan ahead and fit the year’s meetings into their
respective schedules. The Board meets at least four
(4) times a year, once in every quarter and has a
formal schedule of matters specifically reserved to it
for decision, such as the approval of corporate plans
and budgets, acquisition and disposal of assets that
are material to the Group, major investments, changes
to management and control structure of the Group,
including key policies, procedures and authority limits.
Additional meetings are held as and when required.
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CREATION
NEW MEDIA
107
annual
report
2012
From Our Perspective Who We Are Our Strategy & Achievements Our Performance Our Responsibility Our Leadership Corporate Governance The Financials Additional Information