ANNUAL REPORT 2015 |
63
STATEMENT ON CORPORATE GOVERNANCE
Board Commitment
All Board members are committed to devote sufficient time to carry out their responsibilities effectively. The Directors shall
notify the Chairman of the Board before accepting any new directorship with an indication of time that will be spent on the new
appointment. Acceptance of such new directorship shall not result in a conflict with the discharge of the Directors’ duties to the
Company.
The Directors meets at least 4 times per financial year, with additional meetings convened as andwhen necessary, on dates selected
and upon notice as provided by the Company’s Articles of Association, to deliberate and consider various matters of the Group
within the scope of the Board. The following are the details of attendance of the Directors at all 4 Board meetings held during the
FY2015:-
Directors
Designation
Attendance Percentage
Chiang Sang Sem
Group Executive Chairman cum Chief Executive Officer
4/4
100%
Chiang Fong Yee
Alternate Director to Chiang Sang Sem
4/4
100%
Datuk Chiang Heng Kieng
Group Managing Director
3/4
75%
Chiang Sang Bon
Group Executive Director
4/4
100%
Chiang Fong Tat
Group Executive Director
4/4
100%
Dato’ Sri Chiang Fong Seng
Group Executive Director
4/4
100%
Chong Chin Look
Group Finance Director
4/4
100%
Datuk Ng Peng Hong @ Ng Peng Hay Senior Independent Non-Executive Director
4/4
100%
Dato’ Shahbudin Bin Imam Mohamad Independent Non-Executive Director
4/4
100%
Chong Sai Sin
Independent Non-Executive Director
4/4
100%
Supply of Information
The Board is furnished with comprehensive data and information of a quality in a timely manner to enable it to discharge its
duties and responsibilities efficiently and effectively. Proposals are supported with management papers and be presented to
the Board for evaluation and consideration. The Board’s deliberations, dissenting views (if any) and decisions are recorded in the
minutes of meeting. All the Directors observe the requirements that they do not participate in the discussions or decision-making
of the matters in which they are interested in. Urgent matters that required immediate attention of the Board may be resolved via
directors’ resolutions in writing to speed up the decision-making process.
The Directors have full access to the information within the Group as well as the advice and services of the qualified and competent
Company Secretaries, the Internal and External Auditors and other independent professionals in carrying out their duties and if
necessary, at the Company’s expenses.
Board Committees
The Board may from time to time establish appropriate committees and delegate specific duties to such committees as the Board
deems fit. Such committees shall operate within their own defined charters that are approved by the Board.
Reports on committees’meetings and activities are submitted to the Board at the next regularly scheduledmeeting of the Directors
for their evaluation and consideration. However, the ultimate responsibility for the final decision on the matters concerned, lies
with the entire Board.
(i) Audit & Risk Management Committee (ARC)
The primary objectives of the ARC are to assist the Board in examining the Group’s financial reporting, risk management and
control environment, internal and external audit processes, related party transactions and conflict of interests situation, and to
submit to the Board its recommendations and/or reports on matters within its purview or other matters of the Group referred
to it by the Board, for the Board’s consideration.
The composition, committee charter and summary of activities of the ARC are set out in the Report of the Audit & Risk
Management Committee of this Annual Report.
