Hatching For The Future - teo seng capital berhad

Corporate Governance Statement
Teo Seng Capital Berhad
The Board of Teo Seng Capital Berhad (“Teo Seng”) recognises the importance of adopting high standards of corporate
governance throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance
shareholders’ value and financial performance of the Group.
As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form.
The Board is therefore committed to the maintenance of high standards of corporate governance by supporting and
implementing the prescriptions of the principles and best practices set out in the Malaysian Code on Corporate
Governance (“the Code”).
Steps taken by the Group to apply the principles and best practices of Corporate Governance as contained in the Code are
set out below:
THE BOARD OF DIRECTORS
Board Composition, Board Balance and Board Responsibilities
The Company is led and managed by an experienced and dynamic Board. It has a balanced Board composition with
members who are specialised in relevant fields such as poultry farming, financing, business administration, corporate
planning, development and marketing which is vital for the strategies success of the Group. The Board plays a pivotal role
in the stewardship of the Group and ultimately enhancing shareholders’ value.
Presently, the Board consists ten (10) members comprising one (1) Non-Executive Chairman, one (1) Managing Director,
one (1) Executive Director, four (4) Non-Executive Directors and three (3) Independent Non-Executive Directors, in
compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which require that one third
(1/3) of the Board members are Independent Non-Executive Directors. The profile of each Director is presented on page 6
to page 9 of this Annual Report.
The Board is ensured of a balanced view at all Board deliberations largely due to the presence of its Non-Executive
Directors who are independent from management of the Company. The Independent Directors are also free from any
business or other relationships that could materially interfere with the exercise of their independent judgment. The
composition reflects a balance of Executive Directors and Non-Executive Directors such that no individual or small group
of individual can dominate the Board's decision making. Together with the Managing Director who has intimate knowledge
of the Company's business, the Board comprises of individuals who are committed to business integrity and
professionalism in all its activities. As part of its commitment, the Board supports the highest standards of corporate
governance and the development of best practices for the Company.
The Board retains full and effective overall control of the Company. This includes responsibility for determining the
Company's overall strategic direction, formulation of policies and overseeing resources, investments and businesses of the
Group.
The Board conducts at least four (4) meetings in each financial year. Additional meetings are held as and when required.
Details of Board members' attendance at Board Meeting for the financial year ended 31 March 2012 were as follows:-
Name of Director Designation Attendance
Mr. Lau Jui Peng Non-Executive Chairman 5/5
Mr. Nam Yok San Managing Director 4/5
Mr. Na Yok Chee Executive Director 4/5
Tan Sri Lau Tuang Nguang Non-Executive Director 5/5
Dato’ Zainal Bin Hassan Non-Executive Director 5/5
Annual Report 2012
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