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Directors |
1) Board Effectiveness
The Company is led by a Board which recognises its role in charting the strategic direction, development and control of the Group and has discharged the specifi c responsibilities listed in the Code.
Board meetings are held quarterly, with additional meetings convened whenever necessary, with the attendance of the Company Secretary. In order to practise good corporate governance, the proceedings, decisions and deliberations at the Board meetings in terms of issues discussed in arriving at the decisions are minuted. During the fi nancial year ended 2009, the Board held four (4) meetings and the respective Directors’ records of attendance are as follows:
| Name of Director |
Designation |
Attendance |
|
| Wong Lee Keong |
Executive Chairman |
4/4 |
| Lim Poh Khian |
Deputy Executive Chairperson |
4/4 |
| Lim Mee Ling |
Executive Director |
4/4 |
| Cheah Yew Kong |
Executive Director |
3/4 |
| Chong Swee Main |
Executive Director |
4/4 |
| Lim Wai Heng |
Executive Director |
4/4 |
Y.A.M. Raja Dato Seri Azureen Bt
Sultan Azlan Shah |
Independent Non-Executive Director |
4/4 |
| Dr. Ahmad Kamal Bin Md Alif |
Independent Non-Executive Director |
4/4 |
| Leong Khai Cheong |
Senior Independent Non-Executive Director |
4/4 |
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The Board has entrusted the Board Committees with specifi c responsibilities to oversee the affairs of the Group on behalf of the Board in accordance with their respective terms of reference. The chairmen of the relevant Board Committees will highlight to the Board key issues raised by the Board Committees. The Directors bring to the Board various skills sets and experience in determining the Group’s development and overall strategic directions. The skill sets of the Directors, Board committees and the Board as a whole are evaluated annually. The results of the evaluation for fi nancial year ended 2009 were presented to the Board on 25 August 2009.
The Board has further delegated to the Executive Committee, which comprises of executive members of the Board and key management staff, the oversight function to ensure that the operations and performance of the Group are aligned with the strategies and approved business plan. The Executive Committee is also tasked with the oversight function of risk management framework in respect of identifying, evaluating and mitigating principal business risks. Periodic reports are furnished to the Board on any significant risks faced by the Group and the corresponding action plans.
2) Board Balance
The Board is structured where at least one third of the Board is independent which is in compliance with the Bursa Malaysia Securities Berhad’s Listing Requirements. The Board has a balance of Executive and Non-Executive Directors with a total of nine (9) members, comprising six (6) Executive Directors, and three (3) Independent Non-Executive Directors. The presence of Independent Non-Executive Directors provides broader and independent views, advice and judgment to take into account of the interest of not only the Group, but also of the shareholders and stakeholders like employees, customers, suppliers and the many communities in which the Group conducts their business.
The Directors bring to the Board a mix of technical skills, knowledge and vast experiences in areas of wholesale and retail business, sales and marketing of household and health care products, economics, fi nance, accounting and medical knowledge and practice, which are key to charting the direction of the Group. The profi les of the Directors are available on pages 9 to 12 of this Annual Report.
The Executive Chairman of the Board has the responsibility to ensure the Board and the Executive Committee’s effectiveness and conduct, whilst the Deputy Executive Chairperson has an overall responsibility over the operating units, organisation effectiveness and implementation of the Board’s policies and decisions. In order to ensure there is a balance of power and authority, the Independent Directors are actively involved with unrestricted participation in the deliberations and decisions of the Board. The Independent Directors have full access to information, past and present and can call on members of the management and independent auditors for any information to assist them in further understanding the Group’s operations and business as well as forming opinions for matters that are placed before the Board for decisions. In addition, the Board has nominated the Audit Committee Chairman as the Senior Independent Non-Executive Director to whom concerns may be conveyed.
3) Supply of Information to the Board
The Board has unrestricted and timely access to all information necessary for the discharge of its responsibilities. The Board is supplied with all relevant information and reports on fi nancial, operational, corporate, regulatory, business development and audit matters by way of Board papers or upon specifi c request to assist the Directors in the decision making and to discharge their duties effectively. Board meetings are scheduled in advance at the beginning of each new fi nancial year to enable the Directors to plan ahead. Meeting notices and board papers are provided to Directors a week in advance to enable the Directors to consider and seek further explanation where necessary so that meaningful deliberation and sound decisions can be made at Board meetings.
All Directors, whether as a full Board or in their individual capacity, have access to the advice and services of the Company Secretaries, management representatives and, if deemed necessary, other independent professionals at the expense of the Group in the discharge of their duties.
4) Appointments to the Board
The Nomination Committee, in its terms of reference, is tasked with the duty of making suitable recommendations to fill vacancies on the Board and its committees. Majority of the Nomination Committee is independent and non-executive directors. The appointment of an experienced Executive Director as a member of the Nomination Committee, which is a departure from the Best Practices is necessary to advise and provide feedback to the Board regarding the requirements of skills and knowledge an Executive Director should have in operating the business. The Nomination Committee members are below:
Chairman:
Wong Lee Keong (Executive Chairman)
Members:
Dr. Ahmad Kamal Bin Md Alif (Independent Non-Executive Director)
Leong Khai Cheong (Senior Independent Non-Executive Director)
The Board through the Nomination Committee reviews and makes recommendation on appointment of new members to the Board for assessment and endorsement. In making their recommendation, the Committee members will consider the required size of the Board, required mix of skills, knowledge, expertise, experience and other qualities which the Director shall bring to the Group. The Nomination Committee assisted the Board in its annual assessment on the effectiveness of the Board as a whole and the Board Committee as well as the contribution of each individual Director including Independent Directors and the Board Committee members. The Nomination Committee met once in the fi nancial year with full attendance by the members.
The Board acknowledges that continuous education is important. In this regard, Board has tasked the Nomination Committee to determine appropriate training for Directors and review the fulfi llment of such training. The records of the Directors’ attendance of training or workshop and the training programmes attended by the Directors are tabulated in the ensuing tables:
i) Number of trainings attended by each Director:
| Directors |
|
No. of trainings attended |
| |
Internal |
External |
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| Wong Lee Keong |
- |
5 |
| Lim Poh Khian |
1 |
5 |
| Lim Mee Ling |
1 |
4 |
| Cheah Yew Kong |
- |
4 |
| Chong Swee Main |
- |
3 |
| Lim Wai Heng |
1 |
1 |
| Y.T.M Raja Dato Seri Azureen Binti Sultan Azian Shah* |
- |
- |
| Dr. Ahmad Kamal Bin Md Alif* |
- |
- |
| Leong Khai Cheong |
- |
6 |
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Note*:
Although these Directors did not attend any formal training programme, they have nevertheless kept themselves abreast on business matter and their fi eld of expertise that have enabled them to contribute to the Board.
ii) Trainings attended by the Directors for financial year ended 2009:
| Training Programme |
Date |
Attendance |
| |
Executive Directors |
Non-Executive Directors |
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| Corporate Financial Reporting |
17 July 2008 |
2 |
- |
| National Accountants Conference |
25 – 26 November 2008 |
- |
1 |
| Interpreting Financial Statements |
14 August 2008 |
5 |
- |
| Enterprise Risk Management Workshop (Singapore) |
4 May 2009 |
1 |
- |
| Evaluating Performance of the Board (CIMA) |
7 May 2009 |
2 |
1 |
| Enterprise Risk Management Workshop (Malaysia) |
13 May 2009 |
2 |
- |
| Managing Strategic Planning |
10 -11 June 2009 |
1 |
- |
| Internal Auditing: Assurance and Value Creation |
11 June 2009 |
3 |
1 |
| Forum by Public Listed Companies: CG Best Practices |
11 June 2009 |
3 |
1 |
| Company Secretary’s Role Towards Governance |
11 June 2009 |
3 |
1 |
Raising the Bar for Corporate Directors
Towards Global Competitiveness
|
11 June 2009 |
3 |
1 |
| Main Market Listing Requirements |
18 June 2009 |
- |
1 |
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5) Re-election
In accordance with the Company’s Articles of Association, one third (1/3) of the Directors shall retire from offi ce and shall be eligible for re-election at the annual general meeting. Furthermore, each Director shall retire from offi ce at least once in every three (3) years. In the fi nancial year under review, the following Directors retired from offi ce and were re-elected at the Annual General Meeting held on 25 November 2008:
• Wong Lee Keong (Executive Chairman)
• Lim Poh Khian (Deputy Executive Chairperson)
• Lim Mee Ling (Executive Director)
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