Page 71 - S P Setia Annual Report 2013
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Annual Report 2013 S P SETIA BERHAD GROUP corporate Governance | 69


1.9 appointment and re-election to the Board

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board shall retire from offce at
least once every three (3) years but shall be eligible for re-election at the next Annual General Meeting (“AGM”). The Directors to
retire in each year are those who have been longest in offce since their last election or appointment. Pursuant to Section 129(6) of
the Companies Act, 1965, the offce of a director of or over the age of seventy (70) years becomes vacant at every AGM unless he is
re-appointed by a resolution passed at such an AGM of which no shorter notice than that required for the AGM has been given and
the majority by which such resolution is passed is not less than three-fourths of all members present and voting at such an AGM.
The offce of Tan Sri Dato’ Dr. Wan Mohd Zahid Bin Mohd Noordin is subject to such vacancy and he is available for re-appointment
at the forthcoming AGM of the Company.

1.10 reinforce independence

The Board acknowledges the importance of Independent Non-Executive Directors, who provide objectivity, impartiality and
independent judgement to ensure that there is an adequate check and balance on the Board. The Independent Non-Executive
Directors ensure that business and investment proposals presented by management are fully deliberated and examined. They
perform a key role by providing unbiased and independent views, advice and judgment, which take into account the interests of the
Group and all its stakeholders including shareholders, employees, customers, business associates and the community as a whole.

The Board has assessed the independence of the Independent Non-Executive Directors and have determined that all the fve (5)
Independent Non-Executive Directors remain objective and independent.

Although the Code recommends that the tenure of an Independent Director shall not exceed nine (9) years cumulatively, the
Board, after deliberating the matter, have included a provision in the Board Charter which states that the tenure of an Independent
Director, unless approved by the shareholders for such further period, shall not exceed a cumulative term of twelve (12) years.
Upon completion of the twelve (12) years, an Independent Director may continue to serve on the Board subject to the Director’s
re-designation as a Non-Independent Director or upon approval being obtained from the shareholders.

The Board is satisfed that Tan Sri Dato’ Hari Narayanan A/L Govindasamy and Datuk Ismail Bin Adam, who have served for 12
years or more remain objective and independent and have continued to actively participate and express their views during Board
deliberations and decision making by the Board. In view thereof, the Board recommends and support the resolutions for their
re-appointment as Independent Non-Executive Directors of the Company which will be tabled for shareholders’ approval at the
forthcoming AGM of the Company.

1.11 Division of roles and responsibility between Chairman and President/Chief Executive Offcer

There is a clear division of responsibilities between the Chairman and the President/Chief Executive Offcer (“CEO”) to ensure a
balance of power and authority. The Group is led by the President/CEO who is responsible for the overall management of the Group,
ensuring that strategies, policies and matters set by the Board are effectively implemented. The Chairman, who is an Independent
Non-Executive Director is responsible for conducting meetings of the Board and shareholders and ensuring all Directors are properly
briefed during Board discussions and shareholders are informed of the subject matters requiring their approval. All Directors are
jointly responsible for determining the Group’s strategic business direction.
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