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Annual Report 2013
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The Board of Directors (“the Board”) recognizes that good Corporate Governance culture adds value to the Company and so it
adopts it as an integral part of its business dealings and culture.
It will continue to enhance corporate governance in order to safeguard the interests of shareholders and other stakeholders.
This statement together with the Statement on Risk Management & Internal Control and the Report of Audit Committee disclosed
the manner in which KKB Group has adopted the principles and recommendations as set out in the Malaysian Code on Corporate
Governance (“MCCG”).
A.
BOARD OF DIRECTORS
Board Responsibilities, Board Composition and Board Balance
The functions and responsibilities of the Board are set out in the Board Charter (Refer to Appendix I) which includes roles
such as setting and reviewing strategic plans for the Group, identifying principal risks and implementing appropriate system
to manage such risks, overseeing the performance of the Group businesses and reviewing the adequacy of the Group’s
system of internal control. (Refer to Appendix I)
In assisting the Board to fulfill its functions, various Board Committees have been set up.
The Board comprises three (3) Executive Directors, three (3) Independent Non-Executive Directors and four (4) Non-
Independent Non-Executive Directors.
It is common knowledge that there is no single code or system which works for every company. The onus therefore lies with
the Board to design what is best and adds value to the business conduct while at the same time ensuring there is check and
balance control. Although the positions of Chairman and Group Managing Director are held by the same individual, its
independence is not compromised. The Board is satisfied with the composition and good mix of Executive Directors and
Independent Non-Executive Directors to carry out the Board’s priorities objectively and impartially and to grow the Group
effectively. Since the MCCG 2012 stipulates the requirement for Board to comprise majority of Independent Directors if the
Chairman is also the Group Managing Director, the Board will take necessary measure to comply including any restructuring
when the need arises. Although the Board is mindful of such requirements, careful consideration must be given to comply
whilst simultaneously ensuring an effective and suitable composition, including Board size, is achieved in the interest of the
Company. The Nomination Committee is established to regularly assess the independence of independent directors.
Although Dr Arjunan Subramaniam has served a consecutive term of more than nine (9) years on the Board as Independent
Non-Executive Director and Senior Independent Director, his long tenure has not impaired his Independent Director’s
background and can continue to bring independence and objective judgment to the Board’s decision with his vast experience
and his technical background qualification. The Board however takes cognizance of the MCCG 2012 that any tenure of
Independent Director more than nine (9) years may continue subject to his re-designation as Non-Independent Director. He
may also be retained as Independent Director subject to shareholders’ approval.
Dr Arjunan Subramaniam’s long tenure has to this day not created any adverse effect on his independency and has no conflict
of interest or undue influence from interested parties. In any event, continuance of service by Director is also subject to prior
yearly assessment by the Board. Further, Dr Arjunan Subramaniam’s seniority, intellectual honesty, bona fide commitment
and vast knowledge in various areas of finance, legal and particularly Tax matters warrants his retention as Independent
Non-Executive Director and Senior Independent Director of the Company to which the Board seeks shareholder’s approval
at the forthcoming Annual General Meeting.
The Independent Non-Executive Directors are also free from any business or related parties that could materially interfere
with independent judgment. Brief profile of each Director is presented from pages 10 to 14 of this Annual Report.
Board Meetings
The Board ordinarily meets four (4) times a year at quarterly intervals for the purpose of reviewing Group’s annual and
quarterly financial reports and performance against its annual operating and capital budgets, approving strategic business
plans, corporate business plans, operational and development of the Group. It is also responsible for reviewing the adequacy
and integrity of the Company’s Risk Management and Internal Control System. Additional meetings will be held as and when
needs arise.
There were four (4) Board meetings held during the financial year. The Board records its deliberations in terms of matters
discussed and all proceedings at the Board meetings are minuted and confirmed by the Chairman of the meeting. Directors
are also informed of restriction period in dealing with the securities of the Company at least one month prior to release of
the quarterly financial announcement.
STATEMENT ON CORPORATE GOVERNANCE