SARAWAK
I. Board of Directors
Statement on
Corporate Governance
I. Board of Directors continued ...
Board Meetings continued ...
The details of the individual director’s attendance are as follows:
Name of Director
and Designation Date of Appointment /
Meetings Attended Number of (%) Percentage
Datuk Amar Abdul Hamed bin Sepawi
Appointed on 30 August 2005
Non Independent Non Executive Chairman
5/6 83
Datuk Haji Hamden bin Ahmad Appointed on 1 May 2007
Executive Director / Group Managing Director 4/6 67 Encik Polit bin Hamzah* Appointed on 1 May 2007
Non Independent Executive Director 6/6 100
Puan Hasmawati binti Sapawi Appointed on 25 November 2011 Non Independent Non Executive Director
6/6 100
Puan Umang Nangku Jabu Appointed on 1 May 2007
Independent Non Executive Director 6/6 100
Datu Haji Chaiti bin Haji
Bolhassan** Appointed on 30 August 2005
Independent Non Executive Director 6/6 100
Encik Azizi bin Morni Appointed on 1 May 2007 Independent Non Executive Director
6/6 100
Encik Ali bin Adai Appointed on 27 February 2013
Independent Non Executive Director n/a n/a
*Redesignated from Independent Non Executive Director to Non Independent Executive Director with effect from 20 December 2012
**Redesignated from Non Independent Non Executive Director to Independent Non Executive Director with effect from 20 December 2012
Board Balance
The Board of Directors of the Company comprises eight directors of whom four are independent. Of the remainder, two are Executive Directors and the rest are Non Independent Non Executive Directors. The Chairman of the Company is one of the Non Independent Non Executive Director.
The recent appointment of Encik Ali bin Adai as an Independent Director reflects the Board’s awareness of the need for the board to comprise a majority of independent directors since the Chairman of the Board is not an independent director. The Board of Directors will continue to focus on this area.
The Board pratices non gender discrimination wherein directors are recruited based on their experience, skills, independence and diversity to meet the Company's needs.
A brief profile of each director is provided on pages 29 to 32 of this Annual Report.
The membership of the Board of Directors reflects a broad range of diverse professional backgrounds, with wide ranging business and management experience and the expertise to plan and support the operations of the Company and to take it to greater heights of achievement.
Supply of Information
All Directors are supplied with ample information through board papers and have free access to the Management at all times to inquire or request for further information.
At Board Meetings, the Directors actively engage with the Management to review and discuss financial and operational information and progress reports relating to the crucial aspects of the operation. These papers are circulated to the Directors at least one week before the date of the Board Meetings.
The Board has in place a Corporate Disclosure Policy which governs how confidentiality is to be maintained and how confidential information are handled. Both Directors and employees are constantly reminded of these procedures in order that leakage and improper use of such information can be prevented.
Statement on
Corporate Governance
Statement on Corporate Governance
I. Board of Directors continued ...
Supply of Information continued ...
The Corporate Disclosure Policy also addresses circumstances where confidentiality undertaking must be executed between relevant parties to maintain confidentiality. Further, only some top management executives are accorded the
“designated person” status. These are persons through whom material and price sensitive information can be disclosed or announced.
The Board also places emphasis on the dissemination of information through information technology to the investing public. To facilitate easy access to relevant information, the Company has set up its website. This web page is continuously updated to keep the public abreast with the latest events taking place in the Company.
Company Secretary
The Board of Directors, as a whole or as individuals, has direct access to advice and dedicated support services from the Company Secretaries in ensuring effective discharge of its roles and responsibilities. The Company Secretaries also provide the Board with guidance to matters relating to good corporate governance practices, eg. disclosures, accountability and transparency.
The Company Secretaries attend all Board Meetings. They ensure that the meetings are properly convened and that proceedings and deliberations are accurately minuted. They subsequently communicate pertinent decisions to the Management for appropriate actions to be taken. The Board of Directors are updated on the follow up actions / implementation of its decisions through the board papers which are compiled by the Company Secretaries.
The Board of Directors is also brought up to speed with the latest amendments to legislation and corporate announcements released by Bursa Malaysia Securities Berhad (Bursa Securities). The Directors will be advised on how these amendments impact the Company by the Company Secretaries. The Company Secretaries will also notify the Directors of any and the impending restriction in dealing with the securities of the Company at least one month prior to the announcement of the quarterly results.
The Board is satisfied with the performance and support rendered by the Company Secretaries.
Appointments to the Board
Since the listing of the Company on 28 August 2007, only two new directors have been appointed to the Board. For these appointments, the Company has in place an evaluation process which was carried out by the Remuneration and Nomination Committee.
Re-election of Directors
In accordance with the Company’s Articles of Association, one third or the numbers closest to one third of the Directors for the time being shall retire from their office and be eligible for re-election provided always that all the Directors shall retire from their office at least once in every three years. Any person elected by the Board either to fill a casual vacancy or as an addition to the existing Directors shall hold office only until the next annual general meeting and shall then be eligible for re-election.
Commitment of Directors
The Board is satisfied with the level of commitment of all the Directors. One of the markers of commitment is reflected through their attendance at Board Meetings and the Board Committee Meetings. Please refer to Page 40 for further details of the Directors’ attendance at meetings. Directors also participate actively at meetings which shows that they have a firm grasp of the business.
The Directors are also required to submit a statement of the number of directorships held bi annually. The Directors are also aware that they must not hold more than five Public Listed Company directorships at any one time. In any event, the Directors are reminded that they must inform the Company Secretaries immediately of any new appointments that they accept.
In order to help Directors set aside their time for the Company’s affairs, the annual corporate calendar is distributed to each Director before the year end. The dates of the scheduled Board Meetings, Board Committee Meetings, Annual General Meeting and the closed period dates are stated in the annual corporate calendar for the Directors to take note.