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Masterskill Education Group Berhad / Annual Report 2012
26
STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
BOARD GENDER DIvERSITy pOlICy
The Corporate Governance Blueprint 2011 stated that the Board should ensure women participation on board to reach 30% by
the year 2016. The Company does not have a policy on boardroom diversity, including gender diversity. In its selection for Board
representation, the Company believes in, and provides equal opportunity to candidates with merit. Nevertheless, the Board will give
consideration to the gender diversity objectives.
BOARD mEETINGS
Board Meetings are scheduled for every quarter with additional meeting to be convened as and when required. During the financial
year under review, the Board met a total of six times. The attendance of the Directors who held office during the financial year is set
out below:
Name of Directors No. of meetings attended
YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin 5/6
Dato’ Sri Dr. Santhara Kumar a/l Ramanaidu 6/6
YM Raja Mohd Azmi Bin Raja Razali (Retired on 6 June 2012) 2/3
Richard Todd Scanlon 3/6
Datuk Kamarudin Bin Md. Ali 6/6
Wisun Soon (Appointed w.e.f. 24 April 2012) 4/4
Mathuraiveran a/l Marimuthu (Appointed w.e.f. 1 July 2012) 3/3
Supply OF INFORmATION
All directors are given complete and timely information before each Board Meeting to be convened together with an agenda and a
set of Board papers. Board papers are circulated five (5) days prior to the Board meetings to accord sufficient time for the Directors
to review the Board papers and obtain further explanation, if necessary, from the Management or the Company Secretary. Urgent
papers may be presented and tabled at the Board meetings under supplemental agendas. Generally, the Board papers circulated
include minutes of the previous meeting, quarterly and annual financial statements, press release, corporate development, review of
operations, and other related performance factors, minutes of Board committees, acquisition and disposal proposals, list of directors’
resolutions passed and report on the directors’ dealings in securities, if any.
All Directors, whether as a full board or in their individual capacity, have unrestricted access to all information pertaining to the
Group’s business and affairs to enable them to carry out their duties effectively and diligently. They also have access to the advice
of the Company Secretary, who also serve in that capacity in the various Board committees. The Company Secretary also serves
notice to Directors on the closed period for dealing in the securities of the Company, as stipulated in Chapter 14 of the MMLR. The
Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings
and resolutions passed are recorded and maintained in the statutory register at the registered office of the Company.
All the Directors may obtain the advice of Independent Professional Advisors and Internal/External Auditors in appropriate
circumstances in the furtherance of their duties, at the Company’s expense.
AppOINTmENT OF DIRECTORS
The Nominating Committee is responsible for recommending to the Board suitable candidate(s) for appointment as new Directors.
In making these recommendations, factors such as mix of skills, knowledge, experience, expertise, professionalism, integrity and
contribution to the Company will be considered before the recommendation for appointment of the proposed director is put forward
to the Board for consideration and approval.
RE-ElECTION OF DIRECTORS
In accordance with the Articles of Association of the Company and in compliance with the MMLR, all Directors are required to retire
from office at least once every three years, and shall be eligible for re-election. The Company’s Articles of Association also requires
that at least one-third of the Board of Directors shall retire at each Annual General meeting and may offer themselves for re-election.