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Annual Report 2014 | S P SETIA BERHAD GROUP | 79

corporate Governance Statement

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,

financial 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 sufficient 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 specifically for the Board’s decision which includes the approval of annual business

plans and budgets, material acquisitions and disposals of assets, major capital projects, financial results, dividend recommendations

and Board appointments.

Senior Management officers 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 clarification on issue(s)

that may be raised by any Director.

The Chairman of the Audit Committee and Risk Management 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 2014, the Board consisted of thirteen (13) members of whom two (2) were Executive Directors, eight (8) were

Independent Non-Executive Directors and three (3) were Non-Independent Non-Executive Directors. The composition of the Board

fulfills the prescribed requirement for at least one third (1/3) of the Board to be independent as stated in Paragraph 15.02 of the

Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”). Mr Ng Soon

Lai @ Ng Siek Chuan is the Senior Independent Non-Executive Director.The profiles of the Directors are set out on page 34 to page

46 of this Annual Report.

During the financial year, to further strengthen the current mix of the Board, four (4) new Non-Executive Directors, namely Dato’

Halipah Binti Esa, Dato’ Ahmad Pardas Bin Senin, Tan Sri Dato’ Seri Alauddin Bin Dato’ Md Sheriff and Dato’ Seri Ir. Hj. Mohd Noor

Bin Yaacob were appointed to the Board of the Company. The new members of the Board provide the Group with a wealth of

knowledge and experience to draw on with a comprehensive mix of skills which include accounting, financial, technical, legal and

business expertise that is important for the continued successful direction of the Group.

The composition of the Board reflects a balance of Executive and Non-Executive Directors with a mix of highly qualified and

experienced individuals who have distinguished themselves in the legal, financial, 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.

IV. Corporate Governance