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Hatching For The Future - teo seng capital berhad

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Teo Seng Capital Berhad<br />

Corporate Governance Statement<br />

Structures and Procedures<br />

<strong>The</strong> Committee should meet regularly, with due notice of issues to be discussed and should record its conclusion in<br />

discharging its duties and responsibilities. <strong>The</strong> Committee should disclose the number of committee meetings held in a<br />

year and the details of attendance of each individual member in respect of meetings held. <strong>The</strong> quorum shall be 2 members<br />

with majority of Independent Directors.<br />

<strong>The</strong> Committee should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction<br />

and control of the Committee is firmly in its hands.<br />

<strong>The</strong> Committee should be entitled to the services of a secretary who must ensure that all appointments are properly made,<br />

that all necessary information is obtained from Board of Directors, both the Company’s own records and for the purposes<br />

of meeting statutory requirements, as well as obligations arising from the Main Market Listing Requirements of Bursa<br />

Malaysia Securities Berhad and/or other regulatory authorities.<br />

Access to Advice<br />

In furtherance to their duties as the Committee’s members of the Company, there should be an agreed procedure for the<br />

members, whether as a full Committee or in their individual capacity, to take independent professional advice at the<br />

Company’s expense, if necessary.<br />

Remuneration Committee<br />

<strong>The</strong> Remuneration Committee is primarily responsible for the development and review of the remuneration policy and<br />

packages for the Board members. <strong>The</strong> remuneration policy aims to attract and retain Directors necessary for proper<br />

governance and the smooth running of the Company. <strong>The</strong> Committee comprises Mr. Lau Jui Peng<br />

(Chairman/Non-Executive Director), Mr. Lau Joo Han (Member/Non-Executive Director) and Mr. Choong Keen Shian<br />

(Member/Independent Non-Executive Director).<br />

<strong>The</strong> duties and responsibility of the Committee are as follows:<br />

i) <strong>The</strong> Committee shall recommend to the Board of Directors, the remuneration of the Executive Directors in all its forms,<br />

drawing from outside advice as necessary and the Executive Directors shall play no part in decisions on their own<br />

remuneration.<br />

ii)<br />

Determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman, should be<br />

determined by the Board of Directors as a whole and the individuals concerned should abstain from discussing their<br />

own remuneration.<br />

Structures and Procedures<br />

<strong>The</strong> Committee should meet regularly, with due notice of issues to be discussed and should record its conclusion in<br />

discharging its duties and responsibilities. <strong>The</strong> Committee should disclose the number of committee meetings held in a<br />

year and the details of attendance of each individual member in respect of meetings held. <strong>The</strong> quorum shall be 2 members<br />

with majority of Non-Executive Directors.<br />

<strong>The</strong> Committee should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction<br />

and control of the Committee is firmly in its hands.<br />

Annual Report 2012<br />

<strong>The</strong> Committee should be entitled to the services of a secretary.<br />

16

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