CAHYA MATA SARAWAK ANNUAL REPORT 2016

A N N U A L R E P O R T 2 0 1 6 Section 06 Governance 55 Cahya Mata Sarawak Berhad are properly minuted. The Group Company Secretary facilitates the communication of key decisions and policies between the Board, Board Committees, Boards of subsidiary companies in the Group and Senior Management. The Group Company Secretary constantly keeps herself abreast of the regulatory changes and development in corporate governance and MMLR through continuous training. She has attended relevant continuous professional development programmes as required by MAICSA. The Board is satisfied with the performance and support rendered by the Group Company Secretary to the Board in discharging its functions. STRENGTHEN COMPOSITION Board Composition and Balance The Company continues to have a dynamic and committed Board with the right mix of skills and balance to contribute to the achievement of the Company’s goals. The Directors of CMS are persons of high calibre and integrity and are qualified individuals with a diverse range of backgrounds and specialisations and/or industry knowledge in finance, management, legal, engineering, construction, property development, private sector and public service experience. Their knowledge and expertise in their respective fields bring perspectives from other businesses, thereby enhancing the effectiveness of the Board and Board Committees. In 2016, one (1) Independent Non-Executive Director retired as part of the Board succession plan and renewal programme. The Board currently comprises eight (8) members, which is within the maximum size of eighteen (18) as provided under the Company’s Articles of Association. Four (4) of the Directors, including the Chairman of the Board, are independent, exceeding the minimum one-third (1/3) requirement as set out in the MMLR. There are two (2) Executive Directors [designated as Group MD and Group Executive Director (“ED”) respectively] and two Non-Independent Non-Executive Directors. The Non-Executive Deputy Chairman and Group ED are major shareholders of the Company. Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail, the Independent Non-Executive Chairman heads the Board and, as Chairman of NRC, also performs the role as the Senior Independent Non-Executive Director to whom concerns relating to the Company may be conveyed by the shareholders and stakeholders. The Independent Non-Executive Chairman together with the three (3) Independent Non-Executive Directors, by virtue of their roles and responsibilities, represent the minority shareholders’ interests. They provide unbiased and independent views, as well as advice and judgement that take into account the interests of all stakeholders including shareholders, employees, customers, suppliers and the communities in which the Group conducts its business. The Board is of the view that given the size of the Group, the current number of Directors is an optimum and well-balanced number, which effectively addresses the current scope and complexity of the diverse businesses of the Group. The current Board size also allows for effective deliberations at Board meetings and ensures Board meetings are conducted in an efficient and robust manner. The profiles of the Board members are presented on pages 36 to 43 of the Annual Report. Separation of Position between the Chairman and Executive Directors There is a clear division of roles and responsibilities between the Chairman and Executive Directors which are held by different individuals. The Chairman leads the Board with a strong focus on governance and compliance and is responsible for ensuring the Board’s effectiveness and conduct. The Chairman presides over meetings of Directors which aremanaged to ensure robust discussions and decision making. The Chairman takes a leading role in establishing an effective corporate governance system, arranges regular evaluation of the Board’s performance and sets the direction for Board succession planning in order to build a high performing Board. The Chairman also presides over meetings of shareholders. The Executive Directors have overall responsibilities for the execution and effective implementation of the Group’s strategies and policies in line with the Board’s direction, oversee the operations of the Group and drive the Group’s businesses and performance towards its vision and goals. In addition, the Executive Directors are also appointed as spokespersons for the Group. The Executive Directors act as the intermediaries between the Board and Senior Management across the Group and are also appointed as nominated board representatives on the subsidiaries and associates of the Group. The distinct and separate roles of the Chairman and Executive Directors with a clear division of responsibilities, ensures appropriate balance of power and authority in an effective Board. BOARD COMMITTEES TheBoardhas established three (3) Committees toassist in discharging its duties. All Board Committees have written TOR which are in accordance with the recommendations of the Code and/or MMLR. The said Board Committees’ TOR are reviewed annually by the Board and are available on the Company’s website at www.cmsb.com.my . Statement on Corporate Governance