38
ASIAMEDIAGROUPBERHAD
(813137-V)
CorporateGovernanceStatement
(Cont’d)
2. STRENGTHENCOMPOSITIONOFTHEBOARD
During the financial year under review, the Board consisted of four (4) Board Members with
various experience and expertise. The composition of the Board Members comprising of one
(1) Independent Non Executive Chairman, one (1) Executive Director and two (2) Independent
Non-ExecutiveDirectors. The composition fulfils theMainMarket ListingRequirementsof Bursa
Securities, which stated that at least two (2) or one-third (1/3) of theBoard, whichever is higher,
mustbe IndependentDirectors.TheprofileofeachDirector issetoutunder theBoardofDirectors’
profile in thisAnnual Report.
2.1. NominationCommittee
TheNominationCommittee is responsible to recommend appointment of new candidates
to theBoardofDirectors, reviews theeffectivenessand itsperformanceassessment of the
Boardof Directors and theBoardCommittees.
The current Nomination Committee comprises entirely of Independent Non-Executive
Directors. The following is theMembers of theNominationCommittee:
Name
Designation
Directorship
YBhgDato’ Hussian@ Chairman
Independent Non-ExecutiveDirector
Rizal BinA. Rahman
YBhgDatukSeri SyedAli
Member
Independent Non-ExecutiveDirector
BinTanSri Abbas
Alhabshee
Ms. YeongSiew Lee
Member
Independent Non-ExecutiveDirector
TheBoardhasstipulatedspecificTermsofReference for theNominationCommittee,which
covers following salient functions:
i.
Recommend thenominationpersonor persons for all directorships tobe filledby the
shareholders or the board;
ii.
Consider, inmaking its recommendations, candidateor directorshipsproposedby the
ManagingDirector/ChiefExecutiveOfficer and,within theboundsof practicabilityany
other senior executive or any director or shareholder;
iiii. Assess the directors on an ongoingbasis;
iv.
Oversee the selection of directors and general composition of the Board (size, skill
andbalance between executive directors and non-executive directors;
v.
Assessannually theeffectivenessof theboardasawhole, thecommitteesof theboard
and thecontributionof eachexisting individual director and thereafter, recommend its
findings to the board; and
vi.
Reviewannually the requiredmixof skillsandexperienceandotherqualities, including
core competencies which non-executive directors should bring to the board and
thereafter, recommend its findings to the board.
For the financial year ended31December 2013, theNominationCommitteehasmet once
with full attendance of itsMembers and has carried out the following key activities:
•
Proposed re-election of a Member of the Board at the AGM for the Shareholders’
approval, pursuant toArticle 70 of theArticles ofAssociation of theCompany.
.
