MAA Assurance's Annual Report 2005 - Zurich

Directors’ Report (continued)
CORPORATE GOVERNANCE (continued)
Board responsibilities and oversight (continued)
applications are submitted to Bank Negara Malaysia for approval.
The principal responsibilities of the Board include reviewing and approving a strategic plan, overseeing the Company's
business, formalising documentation on matters specifically reserved for its decision and ensuring that the Company's internal
controls and reporting procedures are adequate.
The composition of the Board during the period since the date of last report is as follows:
Chairman : Tunku Dato’ Ya’acob bin Tunku Tan Sri Abdullah – Non-independent Non-executive
Member : Dato’ Iskandar Michael bin Abdullah – Independent Non-executive
Datuk Ramlan bin Abdul Rashid – Executive Director / Chief Executive Officer
General Dato’ Sri Hj Suleiman bin Mahmud (Rtd) – Independent Non-executive and appointed on 26.4.2005
Yeo Took Keat – Non-independent Non-executive and appointed on 24.2.2005
Tunku Dato’ Seri Iskandar bin Tunku Tan Sri Abdullah – Non-independent Non-executive and resigned on 11.5.2005
Major General Lai Chung Wah (Rtd) – Independent Non-executive and resigned on 11.5.2005
The Board has established a number of board committees and senior management committees. Each committee operates
within defined terms of reference. Board committees are the Audit Committee, the Nomination Committee, the
Remuneration Committee and the Risk Management Committee. Senior management committees include the Executive
Committee, the Investment Committee, the Management Committee, the Cost Control Committee, the Human Resource
Committee, the Quality Steering Committee, the Information Technology Committee and the Governance Working
Committee. The Board Committees are chaired by an independent non-executive director, while the senior management
committees are chaired by the Executive Director/Chief Executive Officer.
Nomination Committee
The members of the Nomination Committee are as follows:
Chairman : Dato’ Iskandar Michael bin Abdullah – Independent Non-executive
Member : Tunku Dato’ Ya’acob bin Tunku Tan Sri Abdullah – Non-independent Non-executive
General Dato’ Sri Hj Suleiman bin Mahmud (Rtd) – Independent Non-executive and appointed on 1.6.2005
Yeo Took Keat – Non-independent Non-executive and appointed on 1.6.2005
Tunku Dato’ Seri Iskandar bin Tunku Tan Sri Abdullah – Non-independent Non-executive and resigned on 11.5.2005
Major General Lai Chung Wah (Rtd) – Independent Non-executive and resigned on 11.5.2005
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The Nomination Committee is chaired by an independent non-executive director. The Company has submitted application for
appointment of additional non-executive director to BNM, which will fulfil minimum criteria for the Committee composition.
In considering the right candidate for appointment to the Board, the Nomination Committee takes into account the required
mix of skills, experience and other core competencies that is necessary to enable the Company to achieve its corporate
objectives and fulfil its fiduciary responsibilities. The Nomination Committee is also responsible for the annual review of the
effectiveness of the Board and individual directors.
The Nomination Committee functions on Terms of Reference approved by the Board. The principal duties and responsibilities
of Nomination Committee are:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
To establish minimum requirements for the board and the chief executive officer to perform their responsibilities
effectively;
To recommend and assessing the nominees for directorship, the directors to fill board committees, as well as nominees
for the chief executive officer position. This includes assessing directors and the chief executive officer proposed for
appointment, before an application for approval is submitted to BNM;
To oversee the overall composition of the board in terms of the appropriate size and skills, the balance between
executive directors, non-executive and independent directors, and mix of skills and other core competencies required,
through annual reviews;
To establish the mechanism for formal assessment and assessing the effectiveness of the board as a whole, the
contribution by each director to the effectiveness of the board, the contribution of the board’s various committees and
the performance of the chief executive officer;
To recommend to the board on the removal of a director/chief executive officer if he is ineffective, errant or negligent
in discharging his responsibilities;
To ensure all directors undergo appropriate induction programmes and receive continuous training; and
To oversee appointment, management succession planning and performance evaluation of key senior officers, and
recommending to the board the removal of key senior officers if they are ineffective, errant and negligent in
discharging their responsibilities.