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Annual Report 2014 | S P SETIA BERHAD GROUP | 81

1.8 Nomination Committee

The Nomination Committee comprises entirely of Independent Non-Executive Directors. Members of the Nomination

Committee are listed on page 25 of this Annual Report. The Nomination Committee is empowered to identify and recommend

new appointments of Executive and Non-Executive Directors to the Board. In discharging this duty, the Nomination Committee

will assess the suitability of an individual to be appointed to the Board by taking into account the individual’s skills, knowledge,

expertise and experience, professionalism and integrity. The Nomination Committee will also ensure that women candidates are

sought to meet the gender diversity policy as recommended by the Corporate Governance Blueprint 2011. During the financial

year, one (1) new woman director was appointed to the Board, thus increasing the total number of woman directors to 2

directors, representing 15% of the Board.

During the financial year, the Nomination Committee reviewed the proposed appointment of new Directors prior to making

recommendation for the Board’s approval. The Nomination Committee also assisted the Board in the assessment of the

independence of Independent Non-Executive Directors.

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 office 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 office since their last election or appointment. Pursuant to Section 129(6)

of the Companies Act, 1965 (“Act”), the office 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 office 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.

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.

During the year, the Board assessed the independence of the Independent Non-Executive Directors and was satisfied that they

could continue to bring sound, independent and objective judgment to board deliberations through active participation in discussions

in decision making by the Board and their ability to act in the best interest of the Company. In view thereof, the Board recommends

and supports the resolutions for the re-election of Independent Non-Executive Directors 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 Officer

There is a clear division of responsibilities between the Chairman and the President/Chief Executive Officer (“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.

corporate Governance Statement

IV. Corporate Governance