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pg.

28

Asia Media Group Berhad

Annual Report 2015

1.5. Access to Information and Advice

The Board recognized that the decision making process is highly contingent on the quality

of information furnished. As such, all Directors have unrestricted access to any information

pertaining to the Company and the Group. All the Directors have full and timely access to

information with the advance distribution of Board Papers prior to Meetings. The Board is

regularly updated on new statutory and regulatory requirements relating to the duties and

responsibilities of Directors.

The Board may seek independent professional advice at the Company’s expense on

specific issue to enable it to discharge its duties in relation to matters being deliberated.

Individual Directors may also obtain independent professional or other advice in furtherance

of their duties, subject to the approval of the Board, depending on the quantum of the fees

involved.

1.6. Company Secretaries

The Company Secretaries of the Company are qualified to act as Company Secretaries per

Section 139Aof the Companies Act, 1965. The Company Secretaries play an advisory role

to the Board, in relation to the Group’s constitution, Board’s policies and procedures and

compliance with the relevant regulatory requirements, codes, guidelines and legislations.

The Board has unrestricted access to the advice and services of the Company Secretaries,

who are considered capable of carrying out the duties to which the post entails.

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.

Corporate Governance Statement

(continued)