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JAYA TIASA HOLDINGS BERHAD
Following an assessment by the Nomination Committee and the Board, the Board recommended that Gen (Rtd)
Tan Sri Abdul Rahman Bin Abdul Hamid and Mr John Leong Chung Loong, who have served on the Board for a
cumulative terms of more than nine (9) years to continue their offices as Independent Non-Executive Directors
subject to the shareholders’ approval at the forthcoming Fifty-Fifth Annual General Meeting (“AGM”). The keys
justifications for the recommendation are as follows:-
• they fulfilled the criteria under the definition of Independent Director as set out in the Listing Requirements
of Bursa Malaysia Securities Berhad and therefore are able to bring independent and objective judgment
to the Board;
• they are experienced independent directors who over the years have developed increased insight into
the Company and the business operations of the Group;
• they have been very committed and had devoted sufficient time to their responsibilities as Independent
Non-Executive Directors of the Company; and
• they have exercised due care during their tenure as Independent Non- Executive Directors of the Company
and carried out their responsibilities in the interest of the Company and shareholders.
3.2 Positions of Chairman and CEO
There is a clear division of responsibility between the Chairman and the CEO to ensure a balance of power and
authority. The positions of the Chairman and the CEO are separately held by two persons. The Chairman, Gen
(Rtd) Tan Sri Abdul Rahman Bin Abdul Hamid, an Independent Non-Executive Director, is primarily responsible
for ensuring the integrity and effectiveness of the governance processes of the Board and acts as a facilitator
at meetings of the Board. He ensures that each of the agenda items is adequately reviewed and thoroughly
deliberated within a reasonable timeframe, contributions by Directors are forthcoming and that no Director
dominates discussion. The CEO, supported by the Senior Management team, implements the Group’s strategic
plan, policies and decision adopted by the Board and oversees the operations and business development of
the Group.
3.3 Senior Independent Non-Executive Director
The Board has identified Gen (Rtd) Tan Sri Abdul Rahman Bin Abdul Hamid (email address: tsrahman.hamid@
gmail.com) as the Senior Independent Non-Executive Director to whom concerns of shareholders, management
and others may be conveyed.
4.
FOSTER COMMITMENT
4.1 Time Commitment
To ensure that the Directors have the time to focus and fulfill their roles and responsibilities effectively, a new
director is required to commit sufficient time to attend to the Company’s meetings/matters before accepting
his/her appointment to the Board. The existing Directors are required to notify the Chairman before accepting
any new Directorship of other listed company and to indicate the time expected to be spent on the new
appointment.
All the Directors are required to submit to the Company an update on their total number of directorships held
by them in other listed company(ies) every six (6) months for monitoring purpose.
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles
and responsibilities as Directors of the Company. This is reflected by their attendance at Board meetings.
The Board holds scheduled meetings regularly, with additional meetings convened as and when necessary.
The annual meeting calendar providing scheduled dates for meetings of the Board, Board Committees and
shareholders is prepared and circulated to the Directors at the beginning of each year so that the Directors
can plan accordingly and fit the year’s meetings into their respective schedules. The calendar also includes
closed period for dealings in Company’s shares by Directors and principal officers.
statemeNt on corporate governance (cont’d)
