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Corporate
Governance
090
Gamuda Berhad (29579-T)
Annual Report 2013
Nomination Committee
Members of the Nomination Committee are:
• Tan Sri Dato’ Mohd Ramli bin Kushairi (Chairman)
• Tan Sri Dato’ Seri Dr Haji Zainul Ariff bin Haji Hussain
The Nomination Committee comprises entirely of
independent Non-executive Directors. The Nomination
Committee makes recommendations to the Board as
appropriate. The outcome of the work of the Nomination
Committee is reported to the Board, which in turn reviews it.
Central to the Nomination Committee’s work is the review
of the effectiveness of the Board, its committees and
individual Director. The Nomination Committee carried
out a performance evaluation for the year and is satisfied
that the evaluation has helped to identify and address
important views held by the Directors on initiatives to
further strengthen the effectiveness of the Board and the
priorities going forward.
The Nomination Committee had identified suitable training
programmes for the Directors for the new financial year
and did a review of all Directors who are due for re-election
or re-appointment at the Company’s AGM.
The Nomination Committee meets not less than once a
year. One Nomination Committee meeting was held in
2013. The attendance is shown below.
Nomination Committee attendance
Meetings
attended
Percentage
Tan Sri Dato’ Mohd Ramli bin
Kushairi
1 out of 1 100%
Tan Sri Dato’ Seri Dr Haji
Zainul Ariff bin Haji Hussain
1 out of 1 100%
Risk Management Committee
In addition to the regular monthly and quarterly
management reviews of project and business operations,
the Senior Independent Director and Executive Directors,
together with the divisional managing directors and certain
other Group functional heads meet at least once a year as
the Risk Management Committee under the chairmanship
of the Group Managing Director. The Risk Management
Committee’s focus is on the Group’s key risks or policy
issues that could have an impact on the Group’s viability
and sustainability. The work of this committee forms an
important part of the Group’s control function and as such
the Committee works closely with the Audit Committee.
Accountability, Risk Management and
Internal Control
Internal control
The Board is responsible for all aspects of the Group’s
internal controls. The system of internal control, which is
fully embedded into the operations of the Group, has been
in place throughout the year, up to the date of this Annual
Report. It includes financial, operating and compliance
controls and risk management procedures. The system
of internal control is designed to manage rather than
eliminate the risk of failure to achieve the Company’s
business objectives. In pursuing these objectives, internal
control can only provide reasonable but not absolute
assurance against material misstatement or loss.
Significant risks faced by the business are identified and
evaluated based on the likelihood and potential impact
of each risk and where necessary, actions to mitigate the
risks were also identified. The Board also takes account of
the advice of the Audit Committee and Risk Management
Committee, reports received from the external auditors
and any other related matters which have come to its
attention.
Financial reporting
The Group has a comprehensive budgeting system and
a structured system for reporting financial results to the
Board.
Each business unit maintains financial controls and
prepares monthly results with a comparison against
budget. There are clearly defined guidelines for the review
and approval of capital expenditure projects. These include
annual budgets, periodic reviews and designated levels of
authority. The Group’s centralised internal audit function
reviews the systems and procedures in all business units
and reports regularly to the Audit Committee which in turn,
reports to the Board.
The Board is satisfied that it has met its obligations in
presenting a balanced and clear assessment of the
Group’s position and prospects.