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Gamuda Berhad (29579-T) • Annual Report 2012
Throughout their period in office, the Directors are continually
updated on the Group’s businesses and the regulatory
changes and developments relevant to Directors’ area of
responsibility. The Audit Committee regularly reviews audit
findings and other developments through presentations
from the management and provides ongoing briefings to the
Directors at Board meetings. The Board receives detailed
proposal papers in advance of meetings, together with
management presentations to facilitate proper consideration
and debate of matters brought before it. Progress on key
initiatives is reported regularly and minuted, together with
routine matters such as financial performance and current
progress of projects and operations in each of the Group’s
business divisions. The Board is also encouraged to visit the
major business units and to meet the senior management
teams in order to facilitate a better understanding of the key
issues facing the business. These sessions are in addition to
the written briefings presented at each Board meeting.
BoARD PeRFoRMAnCe eVAluATion
The effectiveness of the Board is vital to the success of the
Group and the Company undertakes a formal evaluation each
year in order to assess how well the Board, its committees
and the Directors are performing. This year the evaluation
was again undertaken. The process was administered by
the Company secretary and commenced with the Directors
completing a questionnaire. The questions sought views
of the Directors concerning the performance of the Board,
any committee of the Board and Director, and canvassed
suggestions on areas to develop. it was concluded that the
Board continues to operate in an effective manner and no
material concerns arose from the review although a few
initiatives for improvement were instigated.
Re-eleCTion
The Company’s Articles of Association require all Directors
to stand for election by the shareholders at the first AGM
following their appointment and for re-election subsequently
at least every three years. Further, the Companies Act, 1965
(Act) requires all Directors aged 70 or above to stand for
re-appointment each year. These enable the shareholders
to decide on the election of the Company’s Board, including
independent non-executive directors who have served
beyond the tenure of 9 years.
BoARD CoMMiTTees
The Board governs through clearly identified Board
committees to which powers are delegated. These are the
Audit Committee, Remuneration Committee, nomination
Committee and Risk Management Committee, which was
recently formalised as a committee of the Board. The Board
is kept well informed of the work of these committees.
The Chairman of each committee reports to the Board on
matters considered, and any significant issues that have
arisen, at the next Board meeting after the committees had
met. All Directors receive copies of the minutes of committee
meetings.
AuDiT CoMMiTTee
Members of the Audit Committee are:
• Raja Dato’ seri Abdul Aziz bin Raja salim (
Chairman
)
• Tan sri Dato’ Mohd Ramli bin Kushairi
• Ms Wong Chin Yen (
until 8 December 2011
)
• Tunku Afwida binti Tunku A.Malek
(from 1 June 2012)
Chaired by Raja Dato’ seri Abdul Aziz bin Raja salim, the
Audit Committee comprises entirely of independent directors.
The Chairman is a member of the Malaysian institute of
Accountants (MiA) and has relevant experience in financial
and accounting issues.
The Audit Committee meets not less than four times a year.
Five Audit Committee meetings were held in 2012. The
attendance is shown below.