MITRA-AnnualReport2011 (1.2MB).pdf - Announcements - Bursa ...

Corporate Governance Statement (cont’d)
BoARD BAlANCE
The Board currently comprises six (6) Directors, categorised as follows:-
• Four (4) Independent Non-Executive Directors (“INED”)
• Two (2) Executive Directors (“ED”)
A brief profile of the Directors is presented on pages 5 to 6 of the Annual Report.
The Board composition complies with paragraph 15.02 of the Listing Requirements which requires that at least one-third of the
Board members comprise independent directors.
There is a clear division of responsibility at the head of the Company to ensure that there is a balance of power and authority.
The Board is led by the Independent Non-Executive Chairman, General Dato’ Ismail Bin Hassan (R) and Mr Tan Eng Piow, as the
Managing Director who is in charge of running the business and implementing the policies and strategies adopted by the Board.
The Independent Non-Executive Directors participate at the Board Meetings and also contribute in Board Committees that have
been set up as part of the practice of good corporate governance within the Company. They provide an objective and independent
view of the performance of management in attempting to achieve the results to which the strategy of the Company is directed.
Two of the Executive Directors have been steeped in the infrastructure and property construction sector since the beginning of
their respective careers, and have collectively extensive experience in engineering and construction.
The appointment of a senior independent non-executive director to whom concerns may be conveyed pursuant to the Best
Practice Provision AA VII has not been made, given that the Board’s composition has a majority of Independent Non-Executive
Directors reflecting the strong and independent element on the Board and the Chairman maintains an active and objective
dialogue with Board members and encourages full deliberation of all matters submitted to the Board and Board Committee
Meetings. The Board does not consider it necessary at this juncture to identify a senior independent non-executive director.
The Board is satisfied that the current Board composition fairly reflects the investment of minority shareholders in the Company.
AUDIT CoMMITTEE
Please refer to the Audit Committee Report for further details.
MITRAJAYA HOLDINGS BERHAD ANNUAL REPORT 2011
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