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STATEMENT ON
CORPORATE GOVERNANCE (CoNT’D)
CODE OF CONDuCT
Masterskill Education Group Berhad / Annual Report 2012
27
The Company, its management and its employees are fully committed to achieving business results which are driven and supported
by the highest level of integrity and in full compliance with the laws and regulations of all jurisdictions where it does business. The
Company places the highest priority in ensuring its business conduct is in complete adherence and compliance to the Code of
Conduct which is available online at www.megb.com.my.
BOARD COmmITTEES
The following principal Board Committees that have been established to assist the Board in discharging its duties effectively:
• Audit Committee;
• Nominating Committee; and
• Remuneration Committee.
The terms of reference of each Board Committee have been approved by the Board and, where applicable, comply with the
recommendations of the Code. These Committees have the authority to examine particular issues and report to the Board with their
recommendations. The respective Committee reports to the Board on matters considered and their recommendations thereon. The
ultimate responsibility for the final decision on all matters, however, lies with the Board.
AuDIT COmmITTEE
The Audit Committee was established on 10 March 2010 and consists of three members to assist the Board in discharging its duties.
The Audit Committee works closely with the internal and external auditors and maintains a transparent professional relationship with
them. The Chairman of the Audit Committee would inform the Directors at the Board meetings of any salient matters raised at the
Audit Committee meetings which require the Board’s notice or direction. The composition, other responsibilities, summary terms of
reference and summary of activities of the Audit Committee during the financial year are set out separately in the Audit Committee
Report on pages 32 to 34 of this Annual Report.
NOmINATING COmmITTEE
The Nominating Committee was established on 10 March 2010 and consists of three members who meets as and when required and
at least once in a year. The Nominating Committee held a total of three (3) Nominating Committee meetings during the financial year.
The members of the Nominating Committee are as follows:-
Chairman: Wisun Soon
(Senior Independent Non-Executive Director)
Members: YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin
(Independent Non-Executive Chairman)
Datuk Kamarudin Bin Md. Ali
(Independent Non-Executive Director)
The primary responsibility of the Nominating Committee in accordance with its terms of reference is to assist the Board with the
following functions:
• To assess and recommend new nominees for appointment to the Board and Board Committees (the ultimate decision as
to whom shall be nominated should be the responsibility of the full Board after considering the recommendations of such a
Committee).
• To review the required mix skills and experience and other qualities, including core competencies which the Non-Executive
Directors should bring to the Board.
• To assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director.
• To review the Board’s succession planning.
• To review and determine the appropriate training programmes for the Board as a whole.
The Board, through the Nominating Committee, had carried out review on the composition of the Board and satisfied that the size
and composition of the Board is adequate with appropriate mix of knowledge, skills, attributes and core competencies.