Asia Media Annual Report 2017

ASIA MEDIA GROUP BERHAD Annual Report 2017 29 3. REINFORCE INDEPENDENCE (cont’d) 3.2 Tenure of Independent Directors (cont’d) 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. However, due to the Chairman, Datuk Seri Syed Ali Bin Tan Seri abbas Alhabshee resigned his position as the Chairman and Director of the Company on 14 April 2017, the Board is temporary chaired by an Executive Director, Dato’ Wong Shee Kai. The Board currently comprises one (1) Executive Director and three (3) Independent Non-Executive Directors, there exist a strong independence element in its composition. Currently the Board is looking for a suitable candidate to be appointed as Non Executive Chairman of the Company. 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. All pertinent issues, decision and conclusions discussed at the Meetings are properly recorded in the discharge of the Board’s duties and responsibilities. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company. The attendance record of the Directors for the financial year ended 31 December 2017 with satisfactory attendance. CORPORATE GOVERNANCE STATEMENT (cont’d)