Download (PDF) - ChartNexus
Download (PDF) - ChartNexus
Download (PDF) - ChartNexus
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
STATEMENT ON<br />
CORPORATE GOVERNANCE<br />
Masterskill Education Group Berhad / Annual Report 2012<br />
25<br />
The Board of Directors (“the Board”) of Masterskill Education Group Berhad (“MEGB” or “the Company”) is committed to ensuring<br />
that the highest standards of corporate governance as embodied in the Malaysian Code on Corporate Governance 2012 (“the Code”)<br />
are practised throughout the Company and its subsidiaries (“the Group”), as a fundamental part of discharging its responsibilities to<br />
protect and enhance the shareholders’ value and interests of all stakeholders.<br />
The Board recognises that maintaining good corporate ethics is critical to business integrity and performance, and key to delivering<br />
shareholder value. The Board evaluates and, where appropriate, implements relevant proposals to ensure that the Company continues<br />
to adhere to good corporate governance, relevant to developments in market practice and regulations.<br />
This statement sets out the commitment of the Board of MEGB towards the Code and describes how the Group has applied the<br />
principles laid down in the Code. Save where otherwise identified specifically, the Group has complied with the Best Practices of the<br />
Code throughout the financial year.<br />
SECTION 1: THE BOARD OF DIRECTORS<br />
BOARD ROlES AND RESpONSIBIlITIES<br />
The duties and responsibilities of the Board of Directors are stipulated in the Board Charter. The Board Charter can be viewed on<br />
the Company’s website at www.megb.com.my. The Board has overall responsibility for the Company’s strategic plan, overseeing the<br />
conduct of the Company’s business, risk management practices and internal controls and succession planning.<br />
SuSTAINABIlITy<br />
The Board regularly reviews the strategic direction of the Company and the progress of the Company’s operations, taking into account<br />
changes in the business and political environment and risk factors such as level of competition although the Company does not have<br />
any policy for the time being.<br />
COmpOSITION<br />
The Board consists of seven members comprising one Independent Non-Executive Chairman, one Executive Director, three<br />
Independent Non-Executive Directors, two Non-Independent Non-Executive Directors and one alternate Director. The Company<br />
complies with the provision of Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”)<br />
which states that at least two directors or one-third of the board members, whichever is the higher, comprise Independent Directors.<br />
The profiles of each of the Directors are presented on pages 10 to13 of this Annual Report.<br />
The Independent Non-Executive Directors are free of any business or other relationship with the Company which could reasonably<br />
be perceived to materially interfere with their exercise of independent judgement. In staying clear of any potential conflict of interest<br />
situation, the Independent Directors remain in a position to fulfill their responsibility to provide a check and balance to the Board.<br />
Essentially, these Independent Directors provide independent and constructive views and ensure that the strategies and policies<br />
proposed by the management are fully deliberated upon, and take account of the long term interests, not only of the shareholders,<br />
but also of the employees, customers, suppliers, and the many Communities in which the Group conducts business. Mr. Wisun Soon<br />
is the designated Senior Independent Non-Executive Director to whom concerns relating to the Group may be conveyed by the<br />
shareholders and other stakeholders.<br />
Generally, the Executive Director is responsible for carrying out the day to day operational functions while the Non-Executive<br />
Directors play the supporting role by contributing their knowledge and experience in the business strategic plans.<br />
The Company firmly believes that individuals chosen and appointed to the Board of Directors are individuals of high calibre and<br />
integrity and can be tasked to discharge their duties and responsibilities independently and effectively. The composition of the Board<br />
comprises highly qualified and experienced individuals.<br />
The Nominating Committee and the Board have assessed, reviewed and determined that the three Independent Directors, who have<br />
served on the Board, remain objective and independent.