MKH Annual Report 2017

PRINCIPLE 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (continued) Board Composition and Balance During the year in review, the Board, led by an experienced Executive Chairman, Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong was made up of eight (8) members comprising three (3) Executive Directors including the Chairman and Managing Director and five (5) other Independent Non-Executive Directors which is in line with the recommendation 3.5 of the MCCG 2012, where the Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. The composition of the Board was well balanced, representing both the major and minority shareholders’ interests and complied with the Listing Requirements where at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, must comprise of Independent Directors. The Board having reviewed its size and composition is satisfied that its current size and composition is well balanced, with diverse professional background, skills, expertise and knowledge in discharging its responsibilities for the proper functioning of the Board and fairly reflects the investment in the Company by shareholders apart from the largest shareholder. Furthermore, the current number of Board members is conducive for efficient deliberations at Board meetings and effective conduct of Board decision-making. Senior Independent Director The Board has identified and appointed En. Mohammed Chudi Bin Haji Ghazali as the Senior Independent Non-Executive Director to whom concerns of shareholders, management, employees, and others may be conveyed. The Independent Directors led by En. Mohammed Chudi Bin Haji Ghazali provide a broader view, independent and balanced assessment of proposals from the Executive Directors. The Board is assisted by a management team relevant to the Group’s business operations. In fostering the commitment to the Board that the Directors devote sufficient time to carry out their responsibilities, the Directors are required to notify the Chairman before accepting any new directorships and such notifications shall include an indication of time that will be spent on the new appointments. All Directors hold not more than five (5) directorships each in public listed companies. Board Charter The Board has adopted a Charter, which sets out the Board’s strategic intent and outlines the Board’s roles and responsibilities including the vision and mission and principles of the Company and the policies and strategy development of the Group. The Charter also serves as a source of reference and primary induction literature, providing insights to new Board members. The Charter will be periodically reviewed and updated in accordance with the objectives and responsibilities of the Board and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Charter is available for reference at the Company’s website at www.mkhberhad.com . Statement on Corporate Governance 43 MKH Berhad • Annual Report 2017