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JAYA TIASA HOLDINGS BERHAD
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2.2 Criteria for Recruitment and Annual Assessment of Directors
The Nomination Committee is responsible to recommend the identified candidate to the Board either to fill
a casual vacancy or as an addition to the existing Directors. In evaluating the suitability of candidates, the
Nomination Committee considers, among others, the competency, experience, character, integrity, commitment
(including time commitment) and contribution of the candidates including where appropriate, the criteria (based
on definition of Independence in the Listing Requirements of Bursa Malaysia Securities Berhad) on assessing
the independence of candidates’ appointment as Independent Non-Executive Directors.
Following the appointment of new Directors to the Board, the Nomination Committee ensures that an induction
programme is arranged, including site visits and meeting with Senior Management personnel to enable them
to have a full understanding of the nature of the business, current issues within the Group as well as corporate
strategies.
The Board has an on-going evaluation process to assess its effectiveness and that of its Board Committees.
The annual assessment process is led by the Nomination Committee Chairperson. The evaluation of the Board
is based on specific criteria covering areas such as the Board mix and composition, quality of information and
decision making as well as Boardroom processes and activities whereas evaluation of performance of Directors
is based on fit and proper, contribution, calibre and personality. The evaluation results and comments by all
Directors are discussed at the Nomination Committee, which then makes recommendation to the Board.
In respect of the assessment for the financial year ended 30 June 2014, the Board was satisfied that the Board
as a whole and its Board Committees had discharged their duties and responsibilities effectively. The Board
is of the view that its present composition is optimal based on the Group’s operations and that it reflects a fair
mix of financial, technical and business experiences that are important to the stewardship of the Group.
The Group promotes corporate culture that embraces gender diversity when determining composition of
employees at all level from a diverse pool of qualified candidates. Although the Board does not endorse quotas,
it does commit to having an increasing representation of women in senior positions on the Board and in the
Group. The Board through the Nomination Committee reviews the proportion of the female to male Board
Members during recruitment and annual assessment of the Directors’ performance taking into consideration
the appropriate skills, experience and characteristics required of the Board Members, in the context of the
needs of the Group. Currently, there are two (2) female Directors, namely Mdm Tiong Choon and Dato’ Wong
Lee Yun.
2.3 Remuneration Committee
The Remuneration Committee is made up entirely of Non-Executive Directors, of whom two-third (2/3) are
independent.
The following Directors are members of the Remuneration Committee:-
Chairman - Mr John Leong Chung Loong (Independent Non-Executive Director)
Members - Datuk Talib Bin Haji Jamal (Independent Non-Executive Director)
- Dato’ Sri Dr. Tiong Ik King (Non-Independent Non-Executive Director)
The Remuneration Committee is responsible to recommend to the Board the framework, remuneration package
and where appropriate, performance related pay schemes for Executive Directors.
Remuneration packages of both Executive Directors and Non-Executive Directors are a matter to be decided
by the Board as a whole, taking into consideration the recommendations of the Remuneration Committee,
to ensure that the Level and make-up of remuneration are sufficient to attract and retain the Board Members
needed to run the Company successfully.
The remuneration of the Executive Directors consists of basic salary and bonus. Other benefits customary to
the Group are made available as appropriate. In the case of the CEO, a variable component of his remuneration
is structured so as to link rewards to his performance.
statement on corporate governance (cont’d)