ANNUALREPORT 2013
35
CorporateGovernance
Statement
Asia Media Group Berhad (“AMEDIA” or “the Company”) and its group of companies (“Asia Media
Group”or “theGroup”)practicehighstandardsofcorporategovernanceandoperatewithinagovernance
framework that is formulated based on the recommendations of the Malaysian Code on Corporate
Governance2012 (“theCode”) issued by theSecuritiesCommission of Malaysia.
TheBoardbelieves thatmaintaining such level of corporategovernancewith the conceptsof integrity,
transparency,accountabilityandprofessionalism, isa fundamentalpartof its responsibilities inmanaging
thebusiness andaffairs of BPI Group and discharging its responsibilities to theShareholders.
The disclosure statement below sets out themanner which the Company has applied the principles
of theCode and the extent of compliancewithBest Practices advocated therein pursuant to theMain
Market ListingRequirements of BursaMalaysiaSecuritiesBerhad (“BursaSecurities”) throughout the
twelvemonths ended 31December 2013.
1. ESTABLISHCLEARROLESANDRESPONSIBILITIES
1.1. Clear functionsof theBoardandManagement
The Group recognizes the importance of having an effective and dynamic Board to lead
and control AsiaMediaGroup in enhancing long term shareholder value and the interests
of other stakeholders. To that end, Asia Media Group maintains its current mix of Board
Memberswhohaveawealthof experience, skillsandexpertise inareas relevant tosteering
AsiaMediaGroup’s businesses to the next level.
The Executive Director’s duties include the implementation of the Board’s decisions and
policies, overseeing theoperationsandalsocoordinatingbusinessandstrategicdecisions.
TheNon-ExecutiveDirectorsprovideeffectiveand independent judgementandconstructive
opinions to thedeliberationanddecision-makingof theBoard thereby fulfill a crucial role in
corporate accountability.
There is a division of responsibility at the control of the Board to ensure an appropriate
balanceofpowerandauthority,withgreaterability tomake independentdecision.TheBoard
is chaired by the Non Executive Chairman who is responsible for effective and efficient
functioning of theBoard and ensuring that all Directors receive relevant information on all
matters toenable them toparticipateactively in theBoard’sdecisions. Healwaysprovides
constructive and pertinent advice toBoard’smatters.
TheBoard takes intoconsideration the interestsof all stakeholders in their decisionmaking
soas toensure theGroup’sobjectivesof creating long termshareholder valuearemet.The
key matters reserved specifically for the Board’s deliberation and decision to ensure the
directionandcontrol of theGroupwould include reportsandfinancial statements, business
strategy formulationandplanning,business issues, regulatorychanges,material transactions,
investments, major acquisitions or disposal of a business or assets, appointment of Board
/ BoardCommitteeMembers, declarationof dividends, recurring relatedparty transactions
of theGroup.TheBoardalso reviews issuesandmatters that havesignificant impact to the
Group’s operation.
