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Corporate
Governance
088
Gamuda Berhad (29579-T)
Annual Report 2013
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 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, committees of the Board and
Director, and canvassed suggestions on areas to develop
or improve on. 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 Annual
General Meeting (“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, the last
of 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
• Tunku Afwida binti Tunku A.Malek
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 vast experience in
financial and accounting issues.
The Audit Committee meets not less than four times a year.
Five Audit Committee meetings were held in 2013. The
attendance is shown below.
Audit Committee attendance
Meetings
attended
Percentage
Raja Dato’ Seri Abdul Aziz bin
Raja Salim
5 out of 5 100%
Tan Sri Dato’ Mohd Ramli bin
Kushairi
4 out of 5 80%
Tunku Afwida binti Tunku
A.Malek
4 out of 5 80%