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Asia Media Group Berhad
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Annual Report 2015
3.
REINFORCE INDEPENDENCE
The Board recognises that Independent Non-Executive Directors play an important role in
ensuring impartiality of the Board’s deliberations and decision-making process.
3.1. Annual Assessment of Independent Directors
During the financial year under review, the Nomination Committee had assessed
the contribution and performance of the Independent Non-Executive Directors, upon
appointment, re-election and their independence. Moving forward, the independence
assessments shall be performed on an annual basis. The Board is satisfied with 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 the Board, which mitigate conflict of interest and undue influence
from interested parties.
3.2. Tenure of Independent Directors
The Board takes cognisance of the Code’s recommendation on the tenure of an Independent
Non-Executive Director which shall not exceed a cumulative term of nine (9) years. Under
the Code, upon completion of the nine (9) years of service, an Independent Director may
continue to serve on the Board subject to the director’s re-designation as a Non-Independent
Director. However, subject to the assessment of the Nomination Committee, an Independent
Director after serving a cumulative nine (9) years are subject to the Shareholders’ approval
in a general meeting.
None of the Independent Non-Executive Directors had served more than nine (9) years
in the Company.
3.3. Separation of positions of the Chairman and Chief Executive Officer (“CEO”) to be
held by different individuals
It is recommended that the positions of the Chairman and CEO should be held by different
individuals, and the Chairman must be a Non-Executive Director. The Board continues
to support the role of Datuk Seri Syed Ali Bin Tan Seri Abbas Alhabshee as the Group
Chairman who has been the Non-Executive Chairman for six (6) years. His leadership skills
and guidance to the Board has added value to the Group. The Board currently comprises
one (1) Non-Executive Chairman, one (1) Executive Director and two (2) Independent
Non-Executive Directors, there exist a strong independence element in its composition.
The roles of the Non-Executive Chairman and Executive Director of the Group 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.
Corporate Governance Statement
(continued)