Asia Media Group Berhad Annual Report 2014
40
CORPORATE GOVERNANCE STATEMENT
(Cont’d)
2. STRENGTHEN COMPOSITION OF THE BOARD
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-Executive Directors. The composition fulfils the Main Market Listing Requirements of
Bursa Securities, which stated that at least two (2) or one-third (1/3) of the Board, whichever is
higher, must be Independent Directors. The profile of each Director is set out under the Board
of Directors’ profile in this Annual Report.
2.1. Nomination Committee
The Nomination Committee is responsible to recommend appointment of new candidates
to the Board of Directors, reviews the effectiveness and its performance assessment of
the Board of Directors and the Board Committees.
The current Nomination Committee comprises entirely of Independent Non-Executive
Directors. The following is the Members of the Nomination Committee:
Name
Designation
Directorship
YBhg Dato’ Hussian @
Rizal Bin A. Rahman
Chairman
(Resigned on 10 February 2015)
Independent Non-
Executive Director
Ms. Yeong Siew Lee
Chairperson
(Re-designated on 10 February 2015)
Independent Non-
Executive Director
YBhg Datuk Seri Syed Ali
Bin Tan Sri Abbas
Alhabshee
Member
Independent Non-
Executive Director
Mr. Paul Jong Jun Hian Member
(Appointed on 10 February 2015)
Independent Non-
Executive Director
The Board has stipulated specific Terms of Reference for the Nomination Committee, which
covers following salient functions:
i.
Recommend the nomination person or persons for all directorships to be filled by
the shareholders or the board;
ii.
Consider, in making its recommendations, candidate or directorships proposed by
the Managing Director/Chief Executive Officer and, within the bounds of practicability
any other senior executive or any directors or shareholder;
iii. Assess the directors on an ongoing basis;
iv. Oversee the selection of directors and general composition of the Board (size, skill
and balance between executive directors and non-executive directors;
v.
Assess annually the effectiveness of the board as a whole, the committees of the board
and the contribution of each existing individual director and thereafter, recommend
its findings to the board; and
vi. Review annually the required mix of skills and experience and other qualities, including
core competencies which non-executive directors should bring to the board and
thereafter, recommend its findings to the board.
