CORPORATE GOVERNANCE STATEMENT
(CONT’D)
Principle 3: Reinforce independence
Annual assessment of independent directors
The role of the Independent Directors is to bring independent and objective judgment to the Board which
mitigates risks arising from conflict of interest or undue influence from interested parties and protects the interest
of minority shareholders. The Board recognizes that it is important to periodically assess whether a Director
who is designated as independent continue to satisfy such designation. Towards this end, an assessment of
independence is carried out on each of the Independent Directors annually by every other member of the Board.
During the financial year, the Board carried out an assessment on each of the Independent Director. Each
Independent Director was required to declare his compliance with the criteria of independence as set out in the
Board Charter. In addition all the Board members were required to evaluate whether each of the Independent
Director had continued to show independent and objective judgment in deliberations at Board meetings as well
as his conduct outside of Board meetings in matters relating to the Group’s affairs.
Tenure of independent directors
The MCCG 2012 recommends that the tenure of an Independent Director should not exceed a cumulative term
of nine years. Upon completion of the nine years, an Independent Director may continue to serve on the Board
subject to the Director’s re-designation as a Non-Independent Director.
Mr. Loh Nam Hooi has served on the Board as an Independent Director for a tenure of twelve (12) years. During
the financial year, the Board carried out an assessment of the Independent Director and determined that Mr. Loh
Nam Hooi satisfied the criteria of independence recognized by the Board. The Board had thus determined that
Mr. Loh Nam Hooi should continue to serve as the Independent Director.
Shareholders’ approval to retain independent directors
Accordingly, the Board recommends that Mr. Loh Nam Hooi seek shareholders approval to continue to be
designated as the Independent Director at the forthcoming Annual General Meeting of the Company in
accordance with the recommendation of MCCG 2012.
Separation of position of Chairman and Chief Executive Officer
The positions of the Executive Chairman and the Chief Executive Officer (“CEO”) are held by different individuals.
The Executive Chairman is responsible for the conduct of Board meetings and ensures that Board discussions are
conducted in a manner that all views are taken into account before a decision is made. The Executive Directors
have the general responsibility for day-to-day running of the Group’s business, implementation of Board policies
and making of operational decisions duly assisted by the Management team.
The Chairman is an executive member of the Board and this is not in compliance with the recommendation of
MCCG 2012 which advocates that the Chairman should be a non-executive member of the Board. As the Board
consists of a sufficient number of Non-Executive Directors, it is of the opinion that the shareholders’ interests are
properly safeguarded.
Composition of Board
The Board presently has six (6) members which consists of three (3) Executive Directors and three (3) Independent
Non-Executive Directors. Although the Board composition does not have a majority of Independent Non-Executive
Directors as recommended under MCCG 2012 for a Board where the Chairman is an Executive Director, the
Board believes that there is a sufficient number of Non-Executive members on the Board such that no individual
or group of individuals dominates the Board’s decision making. The Board also believes that the number of
Directors reflects fairly the investment of the shareholders.
Given the nature and scope of the Group’s operations, the Board considers that the current composition of the
Board is of the appropriate size and with the right mix of skills and experience in meeting the Group’s current
needs and requirements. A profile of each Director is presented on pages 7 to 8.
Pentamaster Corporation Berhad
(572307-U)
•
Annual Report 2014
16
