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Corporate
Governance
086
Gamuda Berhad (29579-T)
Annual Report 2013
Effectiveness
Board charter
As at the date of this Statement, the Board has not
adopted a Board Charter. The Board believes that the
Directors’ Handbook, which sets out the roles, duties
and responsibilities of Directors and the broader issues
of Directors’ ethics, amongst others, collectively with the
various policies, procedures and practices that have
been in place for a long time, the Company’s Articles of
Association and statutory and regulatory requirements,
have effectively encapsulated the essence of the suggested
contents of a Board Charter.
Board appointments
Appointments to the Board are the responsibility of the
full Board on the recommendation of the Nomination
Committee. Their appointments are subject to the
usual regulatory provisions and continued satisfactory
performance of duties following the Board’s annual
performance evaluation. Re-appointment is not automatic
as it is subject to shareholders’ approval.
Board meetings
The Board meets not less than four times a year and
additional meetings are held as required. There are several
other opportunities during the year when discussions
between various Directors may be arranged or take place
informally.
Five Board meetings were held in 2013. The Directors
attended Board meetings whenever possible and their
attendance during the year is shown below.
Board of Directors’ attendance
Director
Meetings attended Percentage
Raja Dato’ Seri Abdul Aziz bin Raja Salim
5 out of 5
100%
Dato’ Lin Yun Ling
3 out of 5
60%
Dato’ Ir Ha Tiing Tai
5 out of 5
100%
Tan Sri Dato’ Mohd Ramli bin Kushairi
5 out of 5
100%
Tan Sri Dato’ Seri Dr Haji Zainul Ariff bin Haji Hussain
5 out of 5
100%
Raja Dato’ Seri Eleena binti Sultan Azlan Shah
4 out of 5
80%
Dato’ Seri Ir Kamarul Zaman bin Mohd Ali
5 out of 5
100%
Dato’ Haji Azmi bin Mat Nor
4 out of 5
80%
Dato’ Goon Heng Wah
5 out of 5
100%
Dato’ Ng Kee Leen
4 out of 5
80%
Mr Saw Wah Theng
5 out of 5
100%
Tunku Afwida binti Tunku A.Malek
4 out of 5
80%
Board commitment
Recognising the substantial time commitment required
of Directors, it is expected that Directors will serve on the
boards of other companies only to the extent that such
services do not detract from the Directors’ ability to devote
the necessary time and attention to the Company.
The Board is satisfied with the level of time committed by its
members in discharging their duties and roles as Directors
of the Company. All the Directors have complied with the
Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”) on the limit of five
directorships in public listed companies.