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annual report | 2012 Gunung Capital Berhad (330171-P)
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CORPORATE GOVERNANCE STATEMENT (cont’d)
3. REINFORCE INDEPENDENCE
3.1 Assessment of Independence Annually
The Board adopts the concept of independence in tandem with the definition of Independent Director in Section
1.01 of the Listing Requirements of Bursa Securities through the assistance of the NC. The Board also carries out
an annual assessment of the independence of its independent directors.
All Directors retire by rotation and their respective re-election is subject to the shareholders’ approval at the AGM.
3.2 Tenure of Independent Directors
One of the recommendations of the MCCG 2012 states that the tenure of an independent director should not exceed
a cumulative term of 9 years. However, the Nomination Committee has determined at the annual assessment carried
out that Mr. Peter Wong Hoy Kim, who has served on the Board for 9 years, remain objective and independent
in participating in the deliberations and decision making of the Board and Board Committees. The length of his
service on the Board does not interfere with their exercise of independent judgment and act in the best interest of
the Group notably in discharging his roles as the member of the Audit Committee and Nomination Committee.
3.3 Shareholders’ Approval for the Re-Appointment of Non-Executive Director
The Board has reviewed and satisfied with the professional skill, contribution and independent judgement and
that Mr. Peter Wong Hoy Kim is continuing with his appointment in the Board. Therefore, the Board recommends
and proposes to his re-appointment as Independent Non-executive Director of the Company, to be tabled for
shareholders’ approval at the forthcoming 18th AGM.
3.4 Composition of the Board
The Board has a balanced composition of Executive and Independent Non-Executive Directors such that no individual
or group of individuals can dominate the Board’s decision-making powers and processes.
The Directors of the Group do not hold more than 5 directorships in public listed companies as prescribed by Bursa
Securities Listing Requirement.
The Board currently consists of five (5) members; comprising two (2) Executive Directors (including Executive
Chairman) and three (3) Independent Non-Executive Directors.
4. BOARD MEETINGS AND TIME COMMITMENT
Board meetings are held at quarterly intervals with additional meetings held whenever necessary. Five (5) Board
meetings were held during financial year ended 31 December 2012.
At each quarterly meeting, the Board deliberated upon a variety of issues including the Group’s financial results, corporate
development, strategic decisions, business plan and directions of the Group, operational issues and compliance matters.
All the Directors have complied with the requirement to attend at least 50% of the Board meetings held in the financial
year pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their duties and
responsibilities as Directors of the Company. This is evidenced by their attendances at the Board and various Board
Committees meetings held during the year.
In addition, all the Directors of the Company do not hold directorships of more than five (5) public listed companies
and thus, able to commit sufficient time to the Company.