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ANNUAL REPORT 2014
21
INTRODUCTION
The Board of Directors (“the Board”) of Jaya Tiasa Holdings Berhad (“JTH” or the “Company”) is committed to ensuring
that the highest standard of corporate governance is practised throughout the Group as a fundamental part of discharging
its responsibilities in managing the business and affairs of the Group to create long-term and sustainable growth in
shareholder value.
The Company has during the financial year ended 30 June 2014 applied the Principles and Recommendations of the
Malaysian Code on Corporate Governance 2012 (“the Code”), save for the Recommendation that the tenure of an
independent director should not exceed a cumulative term of 9 years.
Pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad, the Board is pleased to present the following
statement on the application by the Company of the Principles and Recommendations set out in the Code.
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Functions of the Board and Management
The Board is responsible for the oversight and overall management of the Company and its subsidiaries
(collectively “the Group”).
The following Board Committees have been established to assist the Board in fulfilling its ongoing oversight
of the Group and to ensure the effective discharge of its responsibilities:
•
Audit Committee;
•
Nomination Committee; and
•
Remuneration Committee.
All the Board Committees are provided with written terms of reference which state clearly the extent and limits
of their responsibilities and authority.
The Chairman of the respective Board Committees reports to the Board with their recommendations. The
ultimate responsibility for decision making, however, rests with the Board.
The aforesaid Board Structure is supported by the Discretionary Authority Limits (“DAL”), which clearly sets
out relevant matters with applicable thresholds, including those reserved for the Board’s approval, and those
which the Board has delegated to the Chief Executive Officer (“CEO”) and Management. The Board Structure
and the DAL are reviewed as and when required, to ensure an optimum structure for efficient and effective
decision-making.
Key matters reserved for the collective decision of the Board include the approval of financial results, annual
corporate and business plans, dividend policy, acquisition and disposal of undertakings and properties of a
substantial value as well as major investments and strategic decisions.
1.2 Roles and Responsibilities
The Board has assumed the following major responsibilities in discharging its stewardship and fiduciary
functions in the pursuit of the best interest of the Group:
•
reviewing and adopting the strategic plans of the Group. It has in place a planning process, whereby
management presents to the Board its proposed business plan for the ensuing year for Board’s review
and approval. At this meeting, the Board also sets the Key Performance Indicators (“KPIs”), categorized
under various identified perspectives, in alignment with the main strategic focus areas of the Group to
ensure that business plan reflects industry trends and internal capabilities;
STATEMENT ON
CORPORATE GOVERNANCE