Frontken Berhad Annual Report 2016

Frontken Corporation Berhad (651020-T)

ANNUAL REPORT

2016

Corporate Governance

Statement

(cont’d)

Principle 1 – Establish clear roles and responsibilities (cont’d)

1.6 The Board should ensure it is supported by a suitably qualified and competent company secretary

The Company Secretaries of the Company are suitably qualified and competent to support the Board. The Board is

regularly updated by the Company Secretaries on the latest updates on changes in laws and regulations. During the

financial year, the Board was briefed by the Company Secretary on the Companies Act 2016 and amendments to the

Listing Requirements of Bursa Malaysia Securities Berhad.

Prior to the financial year end, the Company Secretaries would draw up a timetable of the proposed dates of all

meetings of the Board and Board Committees and the Annual General Meeting of the following year. Thereafter, the

Company Secretaries would draw up a detailed timetable for the year of all the events, actions and matters to be taken

by the various parties involved throughout the whole year.

The Company Secretaries sends out all the notices of the meetings of the Board and the Board Committees at least

seven (7) days before the meetings and also notice of closed period for dealings in securities to the Directors and

Principal Officers prior to the closed period for dealings.

The Company Secretaries attends all Board and Board Committee meetings as well as the Annual General Meeting

and ensures that the meetings are properly convened, constituted and conducted. After the meetings of the Board and

Board Committees, the Company Secretaries summarised the actions that need to be taken and issue an action plan

to Management for the appropriate actions to be taken and prepare the minutes for all the meetings accordingly.

Besides the continuous disclosure requirements under the listing requirements and the Companies Act 2016, the

Company Secretaries also advise the Board and Board Committee and Management on disclosure requirements as

and when they are asked on an ad hoc basis.

The Board has access to the advice and services of the Company Secretaries who are responsible in ensuring that the

established procedures and relevant statutes and regulations are complied with.

1.7 The Board should formalise, periodically review and make public its board charter

The Board Charter, which was last reviewed and approved by the Board on 23 May 2016, has been uploaded on

the Company’s website at

It sets out the composition of the Board, duties and responsibilities

on matters relating to strategy and planning, human resource, remuneration, capital management and financial

reporting, performance monitoring, risk management, audit and compliance and board processes and policies, Board

Committees, Chairman of the Board, independence of Directors, access to information and independent advice,

dealings in securities, orientation and continuing education and Board assessment.

Principle 2 – Strengthen composition

2.1 The Board should establish a Nominating Committee which should comprise exclusively non-executive directors, a majority of whom

must be independent

The Nomination Committee comprises exclusively Non-Executive Directors with a majority of Independent Directors.

The Nomination Committee met twice during the financial year under review to deliberate matters within its terms of

reference.

The terms of reference of the Nomination Committee provide that the Nomination Committee shall be appointed by

the Board and shall consist of not less than two (2) members, comprising exclusively non-executive Directors, the

majority of whom shall be independent Directors. The terms of reference of the Nomination Committee also outline the

responsibilities and duties in relation to the selection and assessment of new and existing directors and a copy of the

same can be found on the Company’s website at