Annual Report
2015
|
DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
31
Statement on
Corporate Governance
(cont’d)
PRINCIPLE 2: STRENGTHEN COMPOSITION
Board Balance
The Board currently consists of twelve (12) members, comprising 4 Executive Directors and 8 Non-Executive
Directors of which seven (7) are independent. At least one third of the Board are Independent Directors who
are independent of management and are free from any businesses or other relationships that could materially
interfere with the exercise of independent judgment.
The present composition of the Board is in compliance with Paragraph 15.02(1) of the Listing Requirements of
Bursa Malaysia Securities Berhad which requires one third of the Board members to comprise independent
members.
The Board continually evaluates its requirements as to the appropriate mix of skills and experience required to
ensure that its composition remains optimal for the effective discharge of its responsibilities. Their expertise and
know-how have been gained through their years of involvement in their respective fields.
The Independent Directors do not participate in the day to daymanagement of theGroup and do not engage in
any business dealing with the Group in order to ensure that they remain truly capable of exercising independent
judgment and act in the best interests of the Group and its shareholders.
A brief profile and status of each Director is presented on pages 9 to 14.
As part of its efforts to ensure the effective discharge of its duties, the Board has delegated specific functions to
other Board Committees as prescribed under the MCCG 2012, namely:
i)
Audit Committee
ii)
Joint Remuneration & Nomination Committee
iii)
Corporate Social Responsibility Committee and
iv) Risk Management Committee.
Each committee has been given clear terms of reference that have been approved by the Board to operate
and deliberate on issues before putting up for recommendation to the Board. The respective Board Chairman
will report to the Board on any significant development and deliberations conducted at the Board Committee
level.
In respect of the assessment for the financial year ended 31 December 2015, the Board was satisfied that the
Board and Board Committees have discharged their duties and responsibilities effectively. The Board was also
satisfied that the Board composition in terms of size, mix of skills and experience was adequate.
Audit Committee
The composition of the Audit Committee meets the Main Market Listing Requirement where all the members of
the Committee are Non-Executive Directors. The members of the Audit Committee comprise:
Name
Position
Mr Chia Chu Fatt
Chairman
Encik Polit Bin Hamzah
Member
Tuan Haji Abdul Aziz Bin Ishak
Member
Mr Koh Ek Chong
Member
Encik Ali Bin Adai
Member
