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Gamuda Berhad (29579-T) • Annual Report 2012
CoRPoRATe GoVeRnAnCe
sTATeMenT
The Board considers that the maintenance of high standards
of corporategovernance is central toachieving theCompany’s
objective of maximising shareholder value.
CoMPliAnCe
The Board has at all times been guided by the Malaysian
Code on Corporate Governance (the Code) in seeking to
achieve the highest standards of business integrity, ethics
and professionalism in all our activities. This Corporate
Governance statement explains the key features of the
Company’s governance structure and how the Company
applies the best practices of corporate governance contained
in the Code.
The Board believes that the Company has throughout the
financial year ended 31 July 2012 (“2012” or the year)
complied with the best practices of the Code.
The BoARD’s Role
The Directors are responsible to shareholders for ensuring
that the Company is appropriately managed and that it
achieves its objectives. A framework of delegated authority
is in place consistent with the structure of delegation below
the Board level and includes the matters reserved to the
Board. The Board reserves to itself certain key matters
to approve, including the Group’s strategic plans, major
capital expenditure, corporate governance issues, dividend
policy and external financial reporting. The Board delegates
responsibility for the day-to-day operation of the business to
the executive Directors and recognises its responsibility for
ensuring that the Company operates within a framework of
prudent and effective controls.
The BoARD AnD inDePenDenT DiReCToRs
The Company is governed by a Board of Directors and they
have the necessary skills and experience to effectively
monitor and direct the business. on 8 December 2011,
Ms Wong Chin Yen retired as independent non-executive
Director at the conclusion of the Company’s 35th Annual
General Meeting (AGM), a position she had held since
1992. on 1 June 2012, Tunku Afwida binti Tunku A.Malek
succeeded her in this role. At the same time, Dato’ ir. ha Tiing
Tai assumed the role of Deputy Group Managing Director.
The Board currently comprises twelve Directors of whom five
are non-executive Directors (four of them are independent)
and seven are executive Directors.
influence is balanced within the Board by virtue of the non-
executive Directors whose skills and business experience
are invaluable in constructively challenging and directing
the Group’s strategy and direction. All of the non-executive
Directors have a deep appreciation of the Group’s business
and activities, enabling them to make a thorough evaluation
of information received, and they were independent in their
judgement as demonstrated by their objective challenge
of management, and objective decision making after
appropriate debate.
ChAiRMAn AnD GRouP MAnAGinG DiReCToR
The roles of the Chairman and Group Managing Director
are exercised by different individuals. Whilst the Chairman
and Group Managing Director collectively are responsible
for the leadership of the Group, there is a clear division
of duties and responsibilities between the Chairman and
the Group Managing Director to ensure an appropriate
balance of responsibility and accountability. The Chairman’s
primary role is to lead and manage the Board. The Group
Managing Director is responsible for the development and
implementation of strategy, and overseeing and managing
the day-to-day operations of the Group.