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Frontken Corporation Berhad (651020-T)
ANNUAL REPORT
2016
Corporate Governance
Statement
(cont’d)
Principle 2 – Strengthen composition (cont’d)
2.2 The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual
assessment of Directors
The Nomination Committee is responsible for assessing proposed candidates based on selection criteria expected of a
Director and makes recommendation to the Board if the proposed candidates are found to be suitable. The decision on
new appointment of Directors rests with the Board after considering the recommendation of the Nomination Committee.
The Nomination Committee is also responsible for carrying out an assessment of Board’s effectiveness in terms of
its composition, roles and responsibilities, and whether the Board Committees discharge their functions and duties
in accordance with the terms of reference entrusted by the Board. The assessment of the Board takes into account
the character, competence, experience, integrity and time availability of each Director as well as their ability to provide
pertinent input at meetings and demonstrate high level of professionalism in decision making process. The Nomination
Committee reviews the composition of the Board annually to ensure that the Board has the appropriate mix of expertise
and experience, and collectively possesses the necessary core competencies for effective functioning and informed
decision-making.
Insofar as Board diversity is concerned, the Board does not intend to set out any specific policy on targets for gender,
age or ethnicity of Directors. The Board believes that the on-boarding process of Directors should not be based on any
gender, age or ethnicity. As such, the evaluation of suitable candidates is solely based on the candidates’ competency,
character, time availability, integrity and experience in meeting the needs of the Company, including, where appropriate,
the ability of the candidates to act as Independent Non-Executive Directors, as the case may be.
During the financial year under review, the Nomination Committee assessed the effectiveness of the Board, as a
whole, the Board Committees and contribution of each individual Director, including those Directors who are subject to
retirement at the forthcoming Annual General Meeting in accordance with the Company’s Constitution.
Details of attendance of the Board Committee members for the financial year ended 31 December 2016 are as follows:-
Directors
Audit
Committee
Nomination
Committee
Remuneration
Committee
Ng Wai Pin
N/A
N/A
2/2
Dato’ Haji Johar bin Murat @ Murad
5/5
2/2
2/2
Aaron Sim Kwee Lein
5/5
2/2
2/2
Dr Jorg Helmut Hohnloser
3/5
2/2
N/A
2.3 The Board should establish formal and transparent remuneration policies and procedures to attract and retain directors
The Remuneration Committee, which comprises three (3) Directors, a majority of whom are Independent Directors,
met once during the financial year under review to deliberate matters within its terms of reference. Its key function is
to ensure that the Company is able to attract and retain Directors of the calibre and quality required to manage the
business of the Group. The Remuneration Committee ensures that reward is measurably linked to achievement of
business and performance objectives and the remuneration is determined by financial matrices such as the Group’s
overall performance and achievement of selected financial ratios. The remuneration to individual staff is determined by
the performance and contribution of individual staff and the performance and achievement of the respective business
unit or department.
As such, the Remuneration Committee is tasked to review the remuneration of Directors and Senior Management to
ensure that they are remunerated at competitive levels in relation to the achievement of goals and the performance of
the Group. The remuneration packages of the Executive Directors and Senior Management are then recommended to
the Board for approval.
The Board recommends the fees payable to Directors on a yearly basis to the shareholders for approval at the Annual
General Meeting in line with the provision of the Company’s Constitution.