DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
|
Annual Report
2015
36
Statement on
Corporate Governance
(cont’d)
Details of the Directors’ remuneration are set out in applicable bands of RM50,000 in accordance with Appendix
9C Part A(11) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Whilst the Code prescribed for individual disclosure of directors remuneration packages, the Board is of the view
Directors’ remuneration are appropriately and adequately addressed by the band disclosure method adopted
by the Board.
There is no service contract made between any Director and the Company or its subsidiary companies.
PRINCIPLE 3: REINFORCE INDEPENDENCE
Assessment of Independent Directors
The responsibilities of the Independent Non-Executive Directors include providing independent and objective
views to Board deliberations and decision – making and the Board members are responsible to act in the best
interest of the shareholders of the Company. In view thereof, the Joint Remuneration & Nomination Committee
and the Board assesses annually the independence of the Group’s independent directors.
In accordance to the Main Listing Requirements, an Independent Director should be independent and free
from any business or other relationship that could interfere with the exercise of independent judgement and
should be willing to express his opinion freely at the Board.
The Joint Remuneration & Nomination Committee and the Board are of the view that all seven (7) Independent
Non-Executive Directors continue to remain objective and independent in expressing their views and in
participating in deliberations and decision making of the Board.
The Board is satisfied with the level of independence demonstrated by all the independent non-executive
directors and their ability to act in the best interests of the Company.
Tenure of Independent Directors
The Code recommended that the tenure of an Independent Director shall not exceed a cumulative term of
9 years. However, the Board may provide justification to retain a Director who has served a cumulative term
of 9 years as an Independent Director subject to shareholders’ approval. Currently, none of the Independent
Directors have served on the Board for 9 years.
Separation of positions of the Chairman and Managing Director
The positions of the Chairman and the Managing Director are held by two different individuals in line with
the Code’s recommendation. There is a clear segregation of responsibilities between the Chairman and the
Managing Director to ensure a balance of power and authority.
Board Chairman
(a) Representing the Board to Shareholders and to chair and ensure efficient organization and conduct of
the Board and/or meeting of the shareholders.
(b) Ensuring that executive directors look beyond their executive function and accept their share of
responsibilities in governance.
(c) Guiding and mediating Board actions
(d) Performing other responsibilities assigned by the Board from time to time.
