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Annual Report 2016
ASIA MEDIA GROUP Berhad
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3.
REINFORCE INDEPENDENCE (cont’d)
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 SyedAli Bin Tan Seri AbbasAlhabshee as the Group Chairman
who has been the Non-Executive Chairman for seven (7) 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.
4.
FOSTER COMMITMENT
4.1. Time commitment and directorship in other companies
The Board ordinarily meets at least quarterly, to consider all matters relating to the overall
control, business performance and strategy of the Company. Additional meetings will be
convened, when and if necessary, especially urgent and important decisions need to be
taken between scheduled Meetings. The relevant reports, Meeting agenda and Board
Papers are distributed to all Directors in advance of the Board Meeting to allow the Directors
sufficient time to peruse for effective discussion and decision making during the meetings.
Directors shall notify the Chairman before accepting any new directorships.
Corporate Governance Statement
(continued)