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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.
Masterskill Education Group Berhad / Annual Report 2012 28 STATEMENT ON CORPORATE GOVERNANCE (CoNT’D) REmuNERATION COmmITTEE The Board has set up a Remuneration Committee on 10 March 2010 consists of three members to assist the Board in determining the Directors’ remuneration. The Remuneration Committee meets at least once a year. The Remuneration Committee held a total of four (4) Remuneration Committee meetings during the financial year. The members of the Remuneration Committee are: Chairman: YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin (Independent Non-Executive Chairman) Members: Datuk Kamarudin Bin Md. Ali (Independent Non-Executive Director) Wisun Soon (Independent Non-Executive Director) The primary responsibility of the Remuneration Committee in accordance with its terms of reference is to assist the Board with the following functions: • To review and to consider the remuneration of Executive Director and Chief Executive Officer which is in accordance with the skill, experience and expertise they possess and make recommendation to the Board on the remuneration packages of them. • To conduct continued assessment of Executive Director to ensure that remuneration is directly related to corporate and individual performance. • Annual review of the overall remuneration policy for Directors for recommendation to the Board. The Company maintains transparent procedures in determining the remuneration policy for Directors, Chief Executive Officer and key management. Directors’ Training All the Directors have attended the Mandatory Accreditation Program (MAP) prescribed by Bursa Malaysia. Directors are regularly updated on the Group’s business and the competitive and regulatory environment in which they operate. The Company Secretary and external auditors also updated the Directors on changes to the relevant guidelines on the regulatory and statutory requirements. The Directors also complete other relevant training programmes to further enhance their business acumen and professionalism in discharging their duties to the Group. During the financial year, some Directors have pursued relevant courses and seminars to keep abreast with industry, regulatory and compliance issues trends and best practices. Particulars of training programmes attended by the Directors are as follows: Directors Seminar / Conference / Workshop YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin - Seminar on Regulatory updates, governance and current issues for directors of PLCs and body corporate 2012 Datuk Kamarudin Bin Md. Ali - Effective Dispute Resolution for Corporate Malaysia - Role of the Audit Committee in Assuring Audit Quality - Making the Most of the Chief Financial Officer Role - Governance, Risk Management & Compliance : What Director Should Knows - Six Seconds Malaysia International EQ Conference Mathuraiveran a/l Marimuthu - MIA Conference 2012 Wisun Soon - Mandatory Accreditation Program During the financial year under review, three of the Directors, Dato’ Sri Dr. Santhara Kumar a/l Ramanaidu, Mr. Richard Todd Scanlon and Mr. Lim Yong Chye Lawrence did not attend any training program as they could not identify any programs / courses that were of particular benefit to their role as Directors of the Company.
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