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annual report | 2012 Gunung Capital Berhad (330171-P) 22 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.
CORPORATE GOVERNANCE STATEMENT (cont’d) 4. BOARD MEETINGS AND TIME COMMITMENT (cont'd) The attendance record of the Directors at Board meetings is as set out below: - Directors Meeting Attendance Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 5/5 Iskandar Ibrahim 5/5 Peter Wong Hoy Kim 5/5 Shaiful Annuar bin Ahmad Shaffie 5/5 Malik Parvez Ahmad bin Nazir Ahmad 5/5 4.1 Directors’ Training The Directors have participated in relevant training programmes to keep abreast with the relevant changes in laws, regulations and development in the business environment. The Directors will continue to attend other training courses to equip themselves effectively and discharge their duties as Director on a continuous basis in compliance with Paragraph 15.08 of Bursa Securities Listing Requirements. During the financial year ended 31 December 2012, all the Directors of the Company attended the following training programme and seminars:- Directors Details of Training No. of Days Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal Operational Risk Management 1 Iskandar Ibrahim The International Sustainable Energy Summit 2 Operational Risk Management 1 Peter Wong Hoy Kim Operational Risk Management 1 Shaiful Annuar bin Ahmad Shaffie Operational Risk Management 1 Malik Parvez Ahmad Operational Risk Management 1 bin Nazir Ahmad Turning Strategies Into Profits Making 1 (Malaysian Institute of Accountants) Executive Luncheon Talk 2012 1 (PNB Investment Institute) MIA Conference 2012 2 (Malaysian Institute of Accountants) Gunung Capital Berhad (330171-P) 23 annual report | 2012
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Notes:- 1. A member of the Company,
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