Page 76 - S P Setia Annual Report 2016
P. 76

74    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

              3.1   Annual Assessment of Independence

                   The Board acknowledges the importance of INEDs, who provide objectivity, impartiality and independent judgement to ensure
                   that there is an adequate check and balance on the Board. The INEDs 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 judgement, 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.

                   Besides  annual  assessment,  for  any  new  appointment  as  an  independent  director,  the  potential  candidate  must  submit  his
                   declaration of independence in compliance with the criteria set out in the Listing Requirements to the NRC and Board for
                   consideration prior to his/her appointment.

                   During the year, the Board assessed the independence of the INEDs as part of the BEE. The Board was satisfied with the level of
                   independence demonstrated by all the INEDs and that they could continue to bring sound, independent and objective judgement
                   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. All the INEDs had also provided his/her confirmation on his/her independence to the NRC and

                   In view thereof, the Board recommends and supports the resolutions for the re-election of INEDs which will be tabled for
                   shareholders’ approval at the forthcoming AGM of the Company.

              3.2   Tenure of Independent Director

                   As part of the Company’s initiative to improve corporate governance practices to be in line with the Code as well as international
                   best practice, the Board has adopted the nine (9) year rule for INEDs in line with Recommendation 3.2 of the Code.

                   Upon completion of the nine (9) years, an INED 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.
              3.3   Shareholders’ Approval for Re-appointment as INED after a Tenure of Nine Years

                   There are no Directors who have served more than nine (9) years.

              3.4   Separation of Positions of the Chairman and President and CEO

                   There is a clear division of responsibilities between the Chairman and the President and CEO to ensure a balance of power and
                   authority. The Group is led by the President and 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 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.

              3.5   Board Composition

                   As at 31 December 2016, the Board comprised of ten (10) Directors of whom one (1) was Executive Director, four (4) INEDs and
                   five (5) Non-Independent Non-Executive Directors. The composition of the Board fulfils the prescribed requirement for at least
                   one-third (1/3) of the Board to be independent as stated in Paragraph 15.02 of the Listing Requirements. The Chairman of the
                   Board is a Non-INED.

                   For FY2016, the Board was satisfied with the mix of independent and non-independent directors although only 40% of the Board
                   were INEDs. The Board practised active and open discussions at Board meetings so as to ensure that opportunities were given
                   to all Directors to participate and contribute to the decision making process. Vigorous deliberations and all the views given by
                   the Directors were considered before decisions were made by the Board. There was an existing process for the Chairman and
                   Directors to declare and abstain from discussion in a situation where a conflict of interest might arise. The profiles of the Directors
                   are set out in pages 32 to 41 of this Annual Report.                                  For more information.
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