ANNUALREPORT 2013
41
3. REINFORCE INDEPENDENCE
TheBoard recognises that IndependentNon-ExecutiveDirectorsplayan important role inensuring
impartiality of theBoard’s deliberations anddecision-making process.
3.1. AnnualAssessment of Independent Directors
During the financial year under review, the Nomination Committee had assessed the
contributionandperformanceof the IndependentNon-ExecutiveDirectors,uponappointment,
re-election and their independence. Moving forward, the independence assessments
shall be performed on an annual basis. The Board is satisfiedwith the assessment of the
Independent Directors especially with the level of independence demonstrated by all the
Independent Directors of the Company and their ability to provide objective judgement to
theBoard, whichmitigate conflict of interest and undue influence from interestedparties.
3.2. Tenureof Independent Directors
TheBoard takescognisanceof theCode’s recommendationon the tenureofan Independent
Non-ExecutiveDirector which shall not exceed a cumulative term of nine (9) years. Under
theCode, upon completion of the nine (9) years of service, an Independent Director may
continue toserveon theBoardsubject to thedirector’s re-designationasaNon-Independent
Director.However, subject to theassessmentof theNominationCommittee,an Independent
Director after servinga cumulativenine (9) yearsare subject to theShareholders’ approval
in ageneral meeting.
None of the Independent Non-ExecutiveDirectors had servedmore than nine (9) years in
theCompany.
3.3. Separation of positions of the Chairman andChief ExecutiveOfficer (“CEO”) to be
heldbydifferent individuals
It is recommended that thepositions of theChairmanandCEO shouldbeheldby different
individuals, and theChairmanmust be aNon-ExecutiveDirector. The Board continues to
support the roleofDatukSeriSyedAliBinTanSeriAbbasAlhabsheeas theGroupChairman
who has been the Non-Executive Chairman for four (4) years. His leadership skills and
guidance to theBoardhasaddedvalue to theGroup.TheBoardcurrentlycomprisesone (1)
Non-ExecutiveChairman,one (1)ExecutiveDirectorand two (2) IndependentNon-Executive
Directors, there exist a strong independence element in its composition.
The roles of theNon-ExecutiveChairman andExecutiveDirector of theGroup are distinct
and separate with individual responsibilities. Each of them has clearly defined duties and
authority thus ensuring balance of power and greater capacity for independent decision-
making.
CorporateGovernanceStatement
(Cont’d)
