statement on corporate governance - Boustead Holdings Berhad

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_Boustead Holdings Berhad_2013 annual report_93Managing Director. This formal structure of delegationis further cascaded by the Deputy Chairman/GroupManaging Director to the Senior Management Teamwithin the Group. However, the Deputy Chairman/Group Managing Director and the Senior ManagementTeam remain accountable to the Board for theauthority that is delegated.In performing their duties, all Directors have access tothe advice and services of the Company Secretaryand if necessary, may seek independent professionaladvice about the affairs of the Group. The CompanySecretary attends all Board meetings and advises theBoard on regulatory procedures, the requirement ofthe Company’s Memorandum and Articles ofAssociation, the Companies Act, 1965 and the MMLR.The Company Secretary also ensures that there isgood information flow within the Board and betweenthe Board, Board Committees and Senior Management.Board members are provided with Board papers inadvance before each Board meeting for decision,including the overall Group strategy and direction,acquisitions and divestments, approval of major capitalexpenditure projects and significant financial matters.The Board has approved a board charter (BoardCharter) which sets out a list of specific functions thatare reserved for the Board. The Board Charteraddresses, among others, the following matters:• Duties and responsibilities of the Board;• Directors’ Code of Ethics;• Composition and Board balance;• The role of Chairman and Chief Executive Officer;• Appointments;• Re-election;• Supply of information;• Separation of power;• Board Committees;• Remuneration;• Financial reporting;• General meetings;• Investor relations and shareholder communication;and• Relationship with other stakeholders (employees,environment, social responsibility)The approval and adoption of the Board Charter andDirectors’ Code of Ethics formalises the standard ofethical values and behaviour that is expected of theDirectors at all times. The Board Charter and Directors’Code of Ethics are reviewed periodically to ensuretheir relevance and compliance.The Group is also committed towards sustainabledevelopment. Employees’ welfare, environment as wellas community responsibilities are integral to the wayin which the Group conducts its business. A report onthe activities pertaining to corporate socialresponsibilities is set out in pages 70 and 75 of thisannual report.COMPOSITION OF THE BOARDThe Board currently has six members, comprising twoExecutive Directors and four Non-Executive Directors.Three of the Directors are Independent Directors,which is in excess of the MMLR of one third. Together,the Directors bring characteristics which allow a mixof qualifications, skills and experience which isnecessary for the successful direction of the Group.A brief profile of each Director is presented on pages80 to 85 of this annual report.The Group practises the division of responsibilitybetween the Chairman and the Deputy Chairman/Group Managing Director (GMD) and there is a balanceof Executive, Non-Executive and IndependentNon-Executive Directors. The roles of the Chairmanand GMD are separate and clearly defined, and areheld individually by two persons. The Chairman, whois not a previous GMD and a non-executive memberof the Board, is primarily responsible for the orderlyconduct and working of the Board whilst the GMDhas the overall responsibility for the day-to-day runningof the business and implementation of Board policiesand decisions.Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad is theSenior Independent Non-Executive Director. Anyconcerns regarding the Group may be conveyed to him.
_Boustead Holdings Berhad_94_2013 annual report_Statement on Corporate GovernanceThe terms and conditions of the appointment of Directors are set out in a letter of appointment that sets out,amongst others, the procedures for dealing with conflict of interest and the availability of independent professionaladvice. The Board believes that the current size and composition is appropriate for its purpose, and is satisfiedthat the current Board composition fairly reflects the interest of minority shareholders within the Group.BOARD MEETINGSBoard meetings are held at quarterly intervals with additional meetings convened for particular matters, whennecessary. The Board records its deliberations, in terms of issues discussed, and the conclusions in dischargingits duties and responsibilities. All Directors are fully briefed in advance of Board meetings on the matters to bediscussed and have access to any further information they may require. The Board may, whenever required, setup committees delegated with specific powers and responsibilities.The Board has established the following Committees to assist the Board in the execution of its duties:• Audit Committee• Nomination Committee• Remuneration CommitteeThe number of meetings of the Board and Board Committees held during the year were:Board of DirectorsAudit CommitteeNomination CommitteeRemuneration Committee6 meetings6 meetings2 meetings2 meetingsThe composition of the Board and the attendance of each Director at the Board meetings held during the yearare as follows:Name of Director Status of Directorship IndependentAttendance ofMeetingsGen. Tan Sri Dato' Mohd. GhazaliHj Che Mat (R)Non-Executive Chairman Yes 6/6Tan Sri Dato' Seri Lodin WokKamaruddinDato’ (Dr.) Megat Abdul RahmanMegat AhmadDeputy Chairman/Group Managing DirectorNo 6/6Non-Executive Director Yes 6/6Datuk Azzat Kamaludin Non-Executive Director No 6/6Dato’ Ghazali Mohd Ali Executive Director No 6/6Datuk Francis Tan Leh Kiah Non-Executive Director Yes 6/6
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statement on corporate governance - Boustead Holdings Berhad

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