Page 69 - S P Setia Annual Report 2013
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Annual Report 2013 S P SETIA BERHAD GROUP corporate Governance | 67


1.4 supply of information

The Directors have full and unrestricted access to all information pertaining to the Group’s business and affairs including inter alia,
fnancial results, annual budgets, business reviews against business plans and progress reports on the Group’s developments and
business strategies, to enable them to discharge their duties effectively. The agenda and board papers are circulated to the Board
members prior to the Board meetings to allow suffcient time for the Directors to review, consider and deliberate knowledgeably on
the issues and, where necessary, to obtain further information and explanations to facilitate informed decision making.

In addition there is a schedule of matters reserved specifcally for the Board’s decision which includes the approval of annual business
plans and budgets, material acquisitions and disposals of assets, major capital projects, fnancial results, dividend recommendations
and Board appointments.

Senior Management offcers and external advisers may be invited to attend Board meetings when necessary, to furnish the Board
with explanations and comments on the relevant agenda items tabled at the Board meetings or to provide clarifcation on issue(s)
that may be raised by any Director.

The Chairman of the Audit Committee would report the outcome of the committee meetings to the Board and such reports are
incorporated as part of the minutes of the Board meetings.

All Directors have direct and unrestricted access to the advice and services of the Company Secretary and Senior Management and
may seek independent professional advice, at the Company’s expense, if required, in furtherance of their duties.

1.5 Board charter

The Board has formalised and adopted a Board Charter which sets out the roles and responsibilities of the Board. The Board will
review the Board Charter as and when required to ensure compliance with the regulations.

1.6 Board composition

As at 31 October 2013, the Board consisted of twelve (12) members of whom four (4) are Executive Directors and eight (8) are Non-
Executive Directors. The Chairman and four other members of the Board are Independent Non-Executive Directors, which fulflls
the prescribed requirement for at least one third (1/3) of the Board to be independent as stated in Paragraph 15.02 of the Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). Tan Sri Lee Lam Thye has tendered his resignation as a Non-
Independent Non-Executive Director of the Company on 20 January 2014. Tan Sri Liew Kee Sin, the President/Chief Executive Offcer
and Dato’ Teow Leong Seng, the Chief Financial Offcer have given their notice of intention to resign with effect from 30 April 2014
and 31 July 2014 respectively. The profles of the Directors are set out in page 22 to page 33 of this Annual Report.

The current composition of the Board refects a balance of Executive and Non-Executive Directors with a mix of highly qualifed
and experienced individuals who have distinguished themselves in the legal, fnancial, engineering, accounting, banking and public
service arenas. This combination of different professionals and skills provide much insight and a diversity of perspectives to lead and
guide the Group in an increasingly complex and competitive business environment.

The Board has appointed Mr Ng Soon Lai @ Ng Siek Chuan as the Senior Independent Non-Executive Director.
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