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085
Corporate
Governance
Gamuda Berhad (29579-T)
Annual Report 2013
Corporate Governance Statement
The Board considers that the
maintenance of high standards of
corporate governance is central to
achieving the Company’s objective of
maximising shareholder value.
Compliance
The Board has been guided by the Malaysian Code on
Corporate Governance 2012 (“2012 Code”) in seeking
to achieve the highest standards of business integrity,
ethics and professionalism in all our activities. It has taken
steps to bring its approach into line with the 2012 Code
where it was thought right and appropriate to do so. This
Statement explains the key features of the Company’s
governance structure and how the Company has
throughout the financial year ended 31 July 2013 (“2013”
or “the year”) fulfils its governance responsibilities.
Leadership
The role of the Board
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.
Board balance and independence
The Company is governed by a Board of Directors and the
members have the necessary skills and experience to
effectively monitor and direct the business. The Board is
made up of twelve Directors of whom six are Non-executive
Directors (four of them are independent) and six are
Executive Directors.
Influence is balanced within the Board by virtue of
the Independent Directors whose skills and business
experience are invaluable in constructively challenging
and directing the Group’s strategy and direction. All of
the Independent Directors provide an independent and
external insight to the Board and its committees, and
have a deep appreciation of the Group’s business and
activities, enabling them to make a thorough evaluation
of information received. They were independent in their
judgement as demonstrated by their objective challenge
of management, and objective decision making after
appropriate debate.
The independence of each Independent Director was
reviewed as part of the Board’s annual performance
evaluation. The Board concluded that each remained
independent in character and judgement. The Board also
recommends the retention of Tan Sri Dato’ Seri Dr Haji
Zainul Ariff bin Haji Hussain as an Independent Director
although he has served more than 9 years.
Roles of the 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. There is also a Senior
Independent Director whose role is separately defined.
Role of the Senior Independent Director
The Senior Independent Director is Tan Sri Dato’ Mohd
Ramli bin Kushairi. His role includes being available
to shareholders if they have concerns that cannot be
resolved through the existing mechanisms for investor
communication.
Diversity on the Board
Although currently the Board does not have a policy on
boardroom diversity, in particular, the goal of achieving
more women participation on Board as recommended
by the 2012 Code, the Board is committed to ensuring
directors of the Company possess a broad balance of
skills, knowledge, experience, independence and diversity,
including gender diversity. This is demonstrated by the
current composition of two women at Board level.