2004 - Hiap Teck Venture Berhad

CORPORATE GOVERNANCE
STATEMENT
The Board of Hiap Teck Venture Berhad acknowledges
the importance of maintaining good corporate
governance in the Group. To achieve this objective, the
Board has initiated moves to ensure that the principles of
corporate governance are being applied. During the year
under review, the Board has complied with most of the
best practices as set out under Part 2 of the Malaysian
Code on Corporate Governance (“the Code”) and is
pleased to present its report on the extent of its
compliance with the Code.
The Board of Directors
The Company is led and controlled by an effective board
comprising a balanced mix of directors with both
professional and business experience. The Board
comprises of 4 Executive Directors, 5 Independent Non-
Executive Directors, a Non-Independent Non-Executive
Director and an alternate Director.
The role of the Chairman and the Managing Director is
separate to ensure a balance of power. Currently, the
Board is chaired by Tan Sri Dato’ Alwi bin Jantan, an
Independent Non-Executive Director whereas Mr Kua
Hock Lai, the Managing Director, leads the management
in the operation and implementation of Board policies
and decisions.
The Board is provided with sufficient and timely
information to enable it to discharge its duties effectively.
This information includes both verbal and written details.
Senior management would be invited to be present at
the Board and Audit Committee meetings, as and when
required, to provide further explanation and
representation to the Board. Strategic issues such as
acquisition and disposal of Group’s investments or
assets; announcement to regulators; corporate and
restructuring exercises are presented to the Board for its
decision to ensure that the direction and control of the
Group is firmly in the Board’s control.
All Directors have access to further information which
they may require in discharging their duties including
seeking independent professional advice, if necessary, at
the Company’s expense. They also have access to the
advice and services of the Company Secretary, whose
removal may only be made with the approval of the
Board.
There were 7 Board of Directors’ Meetings held during
the financial year ended 31 July 2004.
Details of the Board of Directors’ Meetings and their
attendance at these meetings are shown in page 62 of
this report.
Directors’ Training
Orientation will be provided to new Directors and training
needs for each Director are identified to enable Directors
to attain the appropriate skills and knowledge to
contribute effectively for the achievement of the aims
and aspiration of the Company.
Appointment to the Board
The Board formed a Nomination Committee on
24 September 2003 comprising exclusively of nonexecutive
directors. The members of the Nomination
Committee are as shown below.
The Nomination Committee is responsible for proposing
new nominees for the Board and for assessing directors
as an on-going basis. Nevertheless, the actual decision
as to who shall be nominated remains the responsibility
of the full Board after considering the recommendation
of the Nomination Committee. The Nomination
Committee ensures an assessment on the effectiveness
of the Board, Committee and the contribution of each
Director will be carried out once a year.
Nomination Committee
NAME DESIGNATION DIRECTORSHIP
Tan Sri Dato’ Alwi bin Jantan Chairman Independent Non-Executive Director
Mohamed Nizam bin Member Independent Non-Executive Director
Abdul Razak
Cheah Shu Boon Member Non-Independent
Non-Executive Director
HIAP TECK VENTURE BERHAD 9