Page 70 - S P Setia Annual Report 2016
P. 70

68    S P Setia Berhad Group                                 Our Business | Our Performance Review | Our Leadership and People
                Annual Report 2016                                        | Our Achievements and Accolades | Our Sustainability Statement
                                                                         | Our Governance | Our Financial Statements | Other Information



          Corporate Governance Statement




          The Board of Directors (“Board”) is committed to maintaining a high standard

          of corporate governance throughout S P Setia Berhad (“the Company”) and its
           Group of companies (“the Group”) to achieve long-term sustainable business

                 growth and to safeguard, protect and enhance shareholders’ value.



          This Statement is prepared pursuant to Paragraph 15.25 of Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing
          Requirements (“Listing Requirements”) and the following describes how the Group has applied the Principles set out in the Malaysian Code
          on Corporate Governance 2012 (“Code”) and except where stated otherwise, its compliance with the recommendations of the Code for the
          financial year ended 31 December 2016 (“FY2016”).

          1.   PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
              1.1   Clear Functions of the Board and Management

                   The Board is responsible for the overall governance of the Group and plays an active role in determining the long-term direction
                   and strategy of the Group in order to enhance shareholders’ value.

                   There is a schedule of matters reserved specifically for the Board’s decision which includes, among others, the approval of
                   annual business plans and budgets, material acquisitions and disposals of assets, major capital projects, financial results, dividend
                   recommendations, fund raising exercises and Board appointments.

                   The Executive Director/President and Chief Executive Officer (“CEO”) together with the Deputy President and Chief Operating
                   Officer (“COO”), Chief Financial Officer (“CFO”) and Executive Vice Presidents of the Group are accountable for the day-to-
                   day management of financial, business and operational matters of the Group within the prescribed limits of authority and in
                   accordance with the Group’s standard operating procedures, including transforming strategies into performance targets to
                   realise the approved business plan for the year. They are in turn supported by a management committee which comprises the
                   heads of all business units and support units.
                   The Group’s Key Performance Indicators, comprising financial and non-financial operating drivers for each financial year are set
                   and approved by the Board to be achieved by the Management, led by the President and CEO. Performance of the Group against
                   budget is reviewed and tracked by the Board on a quarterly basis in conjunction with the approval of the unaudited quarterly
                   results of the Group. At the end of each financial year, the Board undertakes a full year review of the Group’s performance against
                   the budget and business plan approved by the Board in the preceding year.
              1.2   Clear Roles and Responsibilities

                   The responsibilities of the Board include defining and determining the strategic direction, directing future expansion, implementing
                   corporate governance, identifying principal risks and ensuring the implementation of appropriate systems to manage these risks, human
                   resource planning and development, reviewing investments made by the Company, overseeing the proper conduct of business, and
                   reviewing the adequacy and the integrity of the Company’s internal control system and management information system.
                   In FY2016, an Offsite Board Strategy Meeting was held to discuss and set the strategic direction of the Group for the next five (5)
                   years which was also attended by the Senior Management of the Group where aspirations and assumptions were presented and
                   constructively challenged by the Board taking into consideration, among others, the prevailing market and economic conditions
                   and regulatory landscape in Malaysia and the countries the Group operated in. The strategy session and the discussions and
                   feedback from the Board set the foundation of the 2017 Business Plan and Budget, which was presented and approved by the
                   Board in December 2016. The management actions were subsequently aligned to meet the long-term goals of the Group.
                   The Nomination and Remuneration Committee (“NRC”) together with the President and CEO undertakes a periodic review of the
                   organisation structure to ensure that optimum infrastructure and arrangements are in place including effectiveness of oversight
                   function, adequacy of resources and talents required to support and manage the business and operations of the Group. The NRC
                   is also involved in the selection and interview sessions in respect of the key positions in the Company prior to their appointments.

                   The Board acknowledges the importance of readiness of a talent pool for succession planning. In executing the succession plan,
                   Dato’ Khor Chap Jen, Datuk Wong Tuck Wai and Mr Choy Kah Yew were confirmed as the President and CEO, Deputy President
                   and COO, and CFO, respectively, which took effect on 1 April 2016. During the year, necessary trainings, insights into corporate
                   leadership and directors’ onboarding programme were provided to the Senior Management with the aim of developing capable
                   leaders with strategic mindsets to meet current and future challenges and in preparation for board memberships.
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