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Frontken Corporation Berhad (651020-T)
ANNUAL REPORT
2016
Principle 3 – Reinforce independence (cont’d)
3.4 The positions of Chairman and Chief Executive Officer should be held by different individuals and the Chairman must be a non-
executive member of the Board
The Board is mindful of the dual role held by Mr Ng Wai Pin as the Chairman and Managing Director which deviates from
the Recommendation of the MCCG 2012. The Board is of the view that there is no concentration of power and authority,
and that no one individual has unfettered powers for decision making. Furthermore, there are sufficient Independent
Non-Executive Directors on the Board who are individuals of calibre, credibility and are free from any business or other
relationship which could materially interfere with the exercise of their independent judgement. These Independent
Non-Executive Directors are capable of exercising independent judgement to ensure fair and objective deliberations at
Board meetings.
3.5 Board must comprise a majority of Independent Non-Executive Directors if Chairman is not an Independent Non-Executive Director
As the size of the Board is small, the Board is of the view that the composition of the Board meets with the minimum
requirements of the Main Market Listing Requirements. Moreover, the Non-Executive Directors, which consist of the
majority of Board members, provide a check in the balance of power vested in the Executive Chairman.
The composition of the Board will comprise of a majority of Independent Non-Executive Directors on 14 May 2017 as
Dr Jorg Helmut Hohnloser will become independent as he has ceased to have an indirect interest via his shareholdings
in CP Asia Holding GmbH on 14 November 2016.
Principle 4 – Foster commitment
4.1 The Board should set expectations on time commitment for its members and protocols for accepting new directorships
The Board, on an annual basis, sets out the meeting dates for the whole financial year so that each member of the
Board is able to plan his schedule accordingly. This helps to ensure that the Board is committed to meet when the time
arises.
The Board has also established a guideline on the acceptance of new directorship by Board members. Any Director
intending to take on new directorship is required to notify the Board Chairman before accepting the new directorship
and also to confirm his commitment that the new directorship will not impair his time commitment to the Company.
Details of the Directors’ attendance at Board meetings for the financial year ended 31 December 2016 are set out
below:-
Directors
Designations
Attendance
%
Ng Wai Pin
Executive Chairman and Managing Director
6/6
100
Dr Tay Kiang Meng
Executive Director / Chief Scientist
6/6
100
Dato’ Haji Johar bin Murat @ Murad Independent Non-Executive Director
6/6
100
Aaron Sim Kwee Lein
Independent Non-Executive Director
6/6
100
Dr Jorg Helmut Hohnloser
Non-Independent Non-Executive Director
4/6
67
Mr Timo Fabian Seeberger, the Alternate Director to Dr Jorg Helmut Hohnloser, attended two (2) Board meetings by
invitation.
4.2 The Board should ensure members have access to appropriate continuing education programme
The Board encourages its members to enrol in appropriate continuing education programme to equip them to serve the
interests of the Company.
The Directors were updated on an ongoing basis by way of circulars on matters relating to changes to the Listing
Requirements and briefing by the Company Secretaries at the Board Meeting following the changes.
Corporate Governance
Statement
(cont’d)