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 specific responsibilities listed in the Code. Board meetings are held quarterly, with additional meetings convened whenever necessary, with the attendance of the Company Secretary. The Chief Financial Officer and other advisors and consultants are invited to the meetings as the Board deems necessary. For 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 financial year ended 30 June 2012, the Board held four (4) meetings and the respective Directors’ records of attendance are as follows:

The Board has formalised a charter which sets out the practices and processes in the discharge of its responsibilities, the role of the Chairman and the duties of the Board Committees as well as a formal schedule of matters reserved to itself for decision to ensure that governance of the Group is firmly in the Board’s hands

The Board has entrusted the Board Committees with specific responsibilities to oversee the affairs of the Group on behalf of the Board in accordance with their respective defined terms of reference. The chairmen of the relevant Board Committees 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 financial year ended 30 June 2012 were presented to the Board on 27 August 2012.

The Board has further delegated to the Executive Committee, which comprises executive members of the Board and key management staff, an 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 activities, which framework is 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 (“Bursa Malaysia”) Main Market Listing Requirements. The Board had 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. With effect from 1 September 2012, the Executive Chairman and Deputy Executive Chairperson were redesignated as Non-Independent Non-Executive Directors. The presence of Independent Non-Executive Directors provides broader and independent views, advice and judgment to take into account the interest of not only the Group, but also those of minority shareholders and stakeholders like employees, customers, suppliers and the many diverse communities in which the Group conducts its 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, finance, accounting and medical knowledge and practice, which are key to charting the direction of the Group. The profiles of the Directors are available on pages 12 to 14 of this Annual Report.

The Chairman of the Board has the responsibility to ensure both the Board and the Executive Committee’s effectiveness and conduct, whilst the Chief Executive Officer has an overall responsibility over the operating units, organisation effectiveness and proper implementation of the Board’s policies and decisions. In order to ensure there is a balance of influence and authority, the Independent Directors participate fully 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 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 identified the Audit Committee Chairman as the Senior Independent Non-Executive Director to whom concerns of individuals, internal and external 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 financial, operational, corporate, regulatory, business development and audit matters by way of Board papers 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 financial 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 deliberations 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 within the Board and its committees. The Nomination Committee comprises exclusively of independent nonexecutive directors with members as follows:

Chairman:
Leong Khai Cheong (Senior Independent Non-Executive Director)

Member:
Dr. Ahmad Kamal Bin Md Alif (Independent Non-Executive Director)

The Board through the Nomination Committee reviews and makes recommendation on appointment of new members for the Board’s assessment and endorsement. In making its recommendation, the Committee considers the desired size of the Board with a view to determine the impact of number upon the Board’s effectiveness as well as the required mix of skills, knowledge, expertise, experience, professionalism and integrity of the candidates. The Board, through the Nomination Committee, annually reviews the mix of skills and experience and other qualities including core competencies which Directors should bring to the Board. The Nomination Committee also assists the Board in its annual assessment of the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director including Independent Non- Executive Directors. The Nomination Committee met once during the financial year attended by all 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 fulfillment of such training. The Nomination Committee makes recommendation on training for the Board members. The records of the Directors’ attendance of training or workshop and the training programmes attended by the Directors are tabulated as follows:

i) Number of trainings attended by each Director:

• Wong Lee Keong (Executive Chairman redesignated as Non-Executive Chairman on 1 September 2012 )
• Lim Poh Khian (Deputy Executive Chairperson redesignated as Non-Executive Director on 1 September 2012 )
• Lim Mee Ling (Executive Director )