Goldis Berhad Annual Report 2009

STATEMENT OF CORPORATE GOVERNANCE
The Board of Directors of Goldis Berhad (“Goldis”) recognizes that effective
corporate governance is central to the prudent direction and operation of the
Group in a manner that ultimately enhances shareholders value.
The Board is accountable to the shareholders for good
governance and this statement describes the manner in
which the Group has applied the Principles of Corporate
Governance and the extent of compliance with the best
practices of the Malaysian Code on Corporate Governance
(“the Code”).
THE BOARD
(i) Board Balance
The Group acknowledges the vital role played by the
Board in the stewarding of the directions and business
operations of the Group. The size of the Board,
comprising six (6) members is appropriate, made up of
one (1) Executive Director and five (5) Non-Executive
Directors of whom two (2) are Independent Directors,
fulfilling the prescribed requirements for one-third (1/3)
of the membership of the Board to be Independent
Board Members. The Chief Executive Officer (“CEO”) is
the sole Executive Director. Goldis is led by a team of
experienced directors. Each director comes from different
professional background bringing depth and diversity of
expertise, a wide range of experience and perspective to
the business operations. A brief profile of each Director
is presented in the Profile of the Board of Directors.
Due to the size and the business nature of the
Company, the positions of the Chairman and the CEO
of the Company are held by the same person. The
CEO has overall responsibilities over the development
of corporate objectives, operational units, organizational
effectiveness and implementation of Board policies
and decisions. The function of the Chairman that is
currently held by the CEO is to ensure the orderly
conduct and working of the Board, the management of
the business and the implementation of such policies
and strategies as approved by the Board. The Board
has the overall responsibility for corporate governance,
strategic direction, effective monitoring of management,
reviewing the adequacy and integrity of the Company’s
internal control systems, identifying principal risks and
ensuring the implementation of appropriate systems to
manage risks, succession planning and overseeing the
investment and business of the Group.
The Board has appointed Datuk Tan Kim Leong as the
Senior Independent Non-Executive Director to whom
any concerns pertaining to the Group may be conveyed.
The Independent Non-Executive Directors offer
unbiased independent view, advice and judgement in
the best interests of not only the Group but also
employees, shareholders and other stakeholders in
which the Group conducts its business. They also serve
as a check and balance to carry sufficient weight in
Board decisions. They are independent of management
and the major shareholders.
The Board has reserved for itself powers in respect of
significant areas in the Group’s business including major
investment decisions, strategic plans, approval of major
capital expenditure and acquisition and disposal of
business segments.
(ii) Board Meetings and Supply of Information
The Board meets every quarter with matters addressed
by way of circular resolutions and additional meetings
held as and when necessary. The meetings are held on
a scheduled basis that is determined in advance upon
consultation with the Chairman. This would enable the
Directors to plan their other appointment dates in order
to facilitate their attendance at the Board meetings.
Senior management officers are invited when necessary,
to attend the Board meetings to update the Directors
on their respective business portfolios and to brief
the Directors on proposals submitted for the Board’s
consideration. Prior to each Board meeting, every
director is given an agenda and a set of Board papers
to be deliberated. Minutes of the Board meetings record
the Board deliberations, in terms of the issues discussed,
and the conclusions in discharging the Board duties and
responsibilities.
Goldis Berhad (515802-U)
annual report 2009
17