21
ANNUAL REPORT 2015
statemeNt on corporate
governance
INTRODUCTION
The Board of Directors (“the Board”) of Jaya Tiasa Holdings Berhad (“JTH” or the “Company”) supports the Principles and
Recommendations as promulgated by the Malaysian Code on Corporate Governance 2012 (“the Code”). The Board is
committed to ensuring that a high standard of corporate governanace is implemented and maintained as a fundamental
part of discharging its responsibilities in managing the business and affairs of the Company to create long-term and
sustainable growth in shareholder value.
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. The following Board
Committees have been established to assist the Board in fulfilling its ongoing oversight 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:-
• reviewing and adopting the strategic plans of the Company and its subsidiaries (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;
• overseeing the conduct of the Group’s business. The CEO is responsible for the day-to-day management
of the business and operations of the Group. He is supported by the Senior Management Team.
Management’s performance, under the leadership of the CEO, is assessed by the Board through the
business plans, corporate objective, financial statements, performance review report and operational
review report which are tabled to the Board for approval and/or adoption during each reporting period.
The Board is also kept informed of the Group’s performance based on the approved KPIs;
