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annual report | 2012 Gunung Capital Berhad (330171-P) 20 CORPORATE GOVERNANCE STATEMENT (cont’d) 1.7 Board Charter A Board Charter had been established and approved by the Board on 15 May 2013. The objectives of the Board Charter are to ensure that all Board members are aware of their duties and responsibilities as Board members, the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all dealings by Board members individually and/or on behalf of the Group. The Board Charter focuses on: • Boards’ roles and responsibilities; • Boards’ composition and balance; • Boards’ performance; • Boards’ meetings; • Remuneration policies; • Access to information and independent advice; • Financial reporting; • Stakeholder communication; • Company Secretary; and • Conflict of interest. 2. STRENGTHEN COMPOSITION 2.1 Appointments to the Board and Re-election Procedures relating to the appointment and re-election of Directors are contained in the Company’s Articles of Association. All Directors shall retire from office at least once every three (3) years but shall be eligible for re-election. Newly-appointed directors shall hold office until the next Annual General Meeting (AGM) and shall then be eligible for re-election. The Directors who are due for re-election and/or re-appointment at the Annual General Meeting will first be assessed by the Nomination Committee, which will then submit its recommendation to the Board for deliberation and endorsement. Thereafter, shareholders’ approval will be sought for the re-election and/or re-appointment. The Board continuously reviews its size and composition with particular consideration on its impact on the effective functioning of the Board. 2.2 Recruitment Process and Annual Assessment The MCCG 2012 endorses as good practice, a formal procedure for appointment to the Board, with a Nomination Committee (“NC”) making recommendations to the Board. The NC carries out an annual review on the size and composition of the Board to ensure the selection of Board members with different mix of skills and core competencies necessary for the Board to discharge its duties effectively.
CORPORATE GOVERNANCE STATEMENT (cont’d) 2.2 Recruitment Process and Annual Assessment (cont'd) The responsibilities of the NC include:- • Formulating the nomination, selection and succession policies for members of the Board • Making recommendations to the Board on new candidates for appointment and the reappointment/re-election of Directors to the Board • Reviewing the required mix of skills, experience and other qualities of the Board annually • Reviewing and recommending to the Board the appointment of members of Board Committees established by the Board annually • Establishing a set of performance criteria to evaluate the performance of each member of the Board, and reviewing the performance of the members of the Board • Ensuring that relevant education programmes are provided for new members of the Board, and reviewing the Directors’ continuing training programmes The NC comprises two (2) Independent Non-Executive Directors. 2.3 Remuneration Policies and Procedures The Directors are provided with appropriate directors’ fees subject to the approval of shareholders at the Annual General Meeting (“AGM”) and a meeting allowance for meetings attended. The Remuneration Committee (“RC”) is entrusted with the role of determining and recommending suitable policies in respect of remuneration packages for Non-Executive Directors and Executive Directors of the Group to ensure that rewards commensurate with their experience and individual performances. The RC consists of two (2) Independent Non-Executive Directors and an Executive Director. The Board as a whole determines the remuneration of Executive Directors based on experience and level of responsibilities undertaken. Each individual Director shall abstain from discussion pertaining to his own remuneration. The Board is of the view that the disclosure of remuneration by appropriate components and bands are sufficient to meet the objectives set out in the Listing Requirements of Bursa Securities. The details of the remuneration of the Directors of the Company for services rendered to the Group for the financial year ended 31 December 2012 are as follows:- Executive Directors (RM) Non-Executive Directors (RM) Remuneration - Fees for financial year ended 31 December 2011 - 72,000 - Salaries & Other Emoluments 731,000 21,000 The number of Directors whose remuneration falls under the following remuneration bands: Number of Directors Remuneration Bands Executive Non-Executive Below RM50,000 1 3 RM700,000 – RM750,000 1 - Gunung Capital Berhad (330171-P) 21 annual report | 2012
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Notes:- 1. A member of the Company,
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