Page 72 - S P Setia Annual Report 2016
P. 72

70    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


              1.5   Access to Information and Advice
                   The Board has 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 it to discharge its duties effectively. The agenda and board papers are circulated to the
                   Board members a week prior to the Board meetings to allow sufficient time for the Board to review, consider and deliberate
                   knowledgeably on the issues and, where necessary, to obtain further information and explanations to facilitate informed decision
                   making.

                   The Board is engaged on announcements made by the Company to Bursa Securities on significant transactions, whereas news
                   coverage on the events, analyst reports and matters concerning the Group reported in the media are disseminated to all the
                   Directors on a daily basis.

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

                   The Company Secretaries of the Company are qualified company secretaries under Section 235 of the Companies Act 2016
                   (“Act”) and are also the secretaries to the Board Committees. The Company Secretaries play an advisory role to the Board,
                   particularly with regard to the Company’s constitution and Board policies and procedures as well as compliance with relevant
                   rules and regulations.

                   Besides playing an advisory role, they are responsible for arranging and preparing the schedule of Board and Board Committee
                   meetings for the whole year in advance so that sufficient time is given to the Directors to plan their schedules to enable them
                   to attend the meetings. The agenda for the meeting is prepared by the Company Secretaries and approved by the Chairman of
                   the Board and Board Committees. They will ensure that deliberations at Board and Board Committee meetings are clearly and
                   comprehensively recorded as source documents. Decisions of the Board and Board Committees and matters requiring further
                   actions are then communicated to the Management and/or escalated by the Management to the relevant approving authority
                   for approval if necessary. Updates on the follow-up actions are reported to the Board and Board Committees at the subsequent
                   meetings until closure.
                   The Company Secretaries notify the Board and principal officers of the Company on the open periods and closed periods
                   pending announcement of the Company’s quarterly interim financial reports to Bursa Securities so as to ensure that any dealings
                   in the securities of the Company and the disclosure obligations under the Listing Requirements arising therefrom are adhered to
                   by the Directors and principal officers of the Company. The Company Secretaries collate and table the summary of the dealings
                   to the Board on a quarterly basis for information.
              1.7   Board Charter

                   The Board has formalised and adopted the updated Board Charter in December 2015 to serve as a source reference and primary
                   induction literature, providing insights to existing and prospective Board members to assist the Board in the performance of their
                   fiduciary duties as Directors of the Company. The Board Charter is available on www.spsetia.com.


          2.   PRINCIPLE 2 - STRENGTHEN COMPOSITION OF THE BOARD
              2.1  NRC

                   The NRC comprises three (3) members, of which the majority are Independent Non-Executive Directors (“INED”). The Chairman
                   of the NRC is the Senior INED. The Members of the NRC are listed on page 10 of this Annual Report.  For more information.

                   The TOR of the NRC provide that the NRC has specific responsibilities with respect to assisting the Board in proposing new
                   nominees for the Board and Board Committees, developing and establishing competitive remuneration policies and packages
                   and assessing the Directors on an ongoing basis as well as administering S P Setia Group Employees’ Long Term Incentive Plan
                   (“LTIP”) comprising the Employee Share Option Scheme and the Employee Share Grant Plan.

                   During FY2016, the NRC carried out its functions in accordance with its TOR which are further elaborated in this statement.
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