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ANNUAL REPORT 2014
23
1.7 Board Charter
The Board Charter sets out the roles and responsibilities of the Board and Board Committees, division of
responsibilities between the Board, Management, Chairman, CEO and Board Committees as well as processes
and procedures for meetings. It serves as a structured guide and primary induction document providing
prospective and existing Board Members insights into their fiduciary and leadership functions.
The Board Charter is available at the Company’s website at www.jayatiasa.net.
2. STRENGTHEN COMPOSITION
The Board has nine (9) members. Two (2) are Executive Directors and seven (7) Non-Executive Directors. Four (4)
Directors or 44% of the Board members are Independent Non-Executive Directors. This composition fulfills the
requirements as set out under the Listing Requirements of Bursa Malaysia Securities Berhad, which stipulate that
at least two (2) Directors or one-third of the Board, whichever is higher, must be independent. The profile of each
Director is presented on pages 5 to 9.
2.1 Nomination Committee
The Board has a Nomination Committee comprising entirely of Non-Executive Directors, of whom two-third
(2/3) are independent.
The following Directors are members of the Nomination Committee:-
Chairman
- Datuk Talib Bin Haji Jamal (Independent Non-Executive Director)
Members
- Mr John Leong Chung Loong (Independent Non-Executive Director)
- Dato’ Sri Dr. Tiong Ik King (Non-Independent Non-Executive Director)
The key terms of reference of the Nomination Committee are: -
•
assessing and recommending to the Board the candidates for Directors and appointment of Directors
to Board Committees;
•
reviewing Board size and effectiveness of Board and Board Committees;
•
assessing independence of Independent Directors; and
•
assessing the training for Board members.
The activities of the Nomination Committee during the financial year were as follows:
•
reviewed the required mix of skills, experience and other qualities of the Board;
•
assessed the effectiveness of the Board as a whole, the Board Committees and the contribution of each
individual Director;
•
assessed the independence of its independent Directors; and
•
assessed the size of the Board with a view to determine the impact of the number upon the Board’s
effectiveness and recommend it to the Board.
The Nomination Committee meets as and when required. One meeting was held during the financial year ended
30 June 2014 and was attended by all the members. All recommendations of the Nomination Committee are
subject to the approval of the Board.
statement on corporate governance (cont’d)