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Gamuda Berhad
(29579-T)
• annual report 2014
The Board considers that the maintenance of high standards of
corporate governance is central to achieving the Company’s objective
of maximising shareholder value.
Corporate Governance Statement
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 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 2014 (“2014” or “the year”) fulfilled 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. 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.
During the year, the Company welcomed Dato’ Mohammed
Hussein, the new Chairman, to the Board.
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 nine Directors of whom four are Non-executive
Directors (three of them are independent) and five 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 are
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.