Hatching For The Future - teo seng capital berhad

Teo Seng Capital Berhad
Corporate Governance Statement
Directors Training
In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Directors are mindful that
they shall receive appropriate training which may be required from time to time to keep them abreast with the current
developments of the industry as well as the new statutory and regulatory requirements. All the Directors have completed the
Mandatory Accreditation Programme (“MAP”) as specified by Bursa Malaysia Securities Berhad. The Directors will continue
to receive appropriate training or education to fulfill the Main Market Listing Requirements in the next financial year.
During the financial year ended 31 March 2012, the Directors attended internal briefings by the Company Secretary on
amendments to the Listing Requirements, rules and regulations of relevant authorities and updates on Financial Reporting
Standard by the Group Accountant. Respective Directors have participated in certain seminar, training programmes during
the financial year ended 31 March 2012 which include:-
• Accounting & Fair Value for Financial instruments Seminar 2011 held on 7 July 2011
• Risks of Trading in China and Control held on 21 July 2011
• Malaysian Corporate Tax held on 22 September 2011 and 23 September 2011
• MIA-AFA Conference 2011 held on 2 November 2011 and 3 November 2011
BOARD COMMITTEES
The Board has established the following Board Committees to assist the Board in executing its responsibilities. The
Chairman of the respective committees will report to the Board on the matters considered and submit recommendations
for the Board's Approval.
Audit Committee
The composition and terms of reference of this Committee together with its report are presented on page 24 to page 27 in
the Audit Committee's Report.
Nomination Committee
The Nomination Committee is primarily responsible for the proposing of new nominees for the Board and for assessing the
performance of the members of the Board on an on-going basis. The committee comprises Mr. Lau Jui Peng
(Chairman/Non-Executive Director), Mr. Choong Keen Shian (Member/ Independent Non-Executive Director) and Mr.
Frederick Ng Yong Chiang (Member/ Independent Non-Executive Director).
The duties and responsibilities of the Nomination Committee are as follows:
i. recommend to the Board of Directors, candidates for directorships to be filled by the shareholders or the Board of
Directors. In making its recommendations, the Nomination Committee should consider the candidates’:-
1. skills, knowledge, expertise and experience;
2. professionalism;
3. integrity; and
4. in the case of candidates for the position of Independent Non-Executive Directors, the Committee should also
evaluate the candidate’s ability to discharge such responsibilities/functions as expected from Independent
Non-Executive Directors;
ii. consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and,
within the bounds of practicability, by any other senior executive or any director or shareholder;
iii. recommend to the Board of Directors, directors to fill the seats on Board committees;
iv. assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each
existing individual director and thereafter, recommend its findings to the Board of Directors;
v. review annually the required mix of skills and experience and other qualities, including core competencies which
Non-Executive Directors should bring to the Board and thereafter, recommend its findings to the Board; and
vi. apply the process as determined by the Board of Directors, for assessing the effectiveness of the Board as a whole,
the committees of the Board, and for assessing the contribution of each individual Director, including Independent
Non-Executive Directors, as well as the Chief Executive Officer where all assessments and evaluations carried out by
the Committee in the discharge of all its functions should be properly documented.
Annual Report 2012
15