MKH Annual Report 2017

PRINCIPLE 3: REINFORCE INDEPENDENCE (continued) Chairman And Managing Director There is a clear division of responsibilities at the helm of the Company to ensure a balance of authority and power as the roles of the Chairman and the Managing Director are distinct and separate. The Code recommends that the Chairman must be of a non-executive member of the Board. However, the Nomination Committee has assessed, reviewed and determined that the chairmanship of Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong as an Executive Director remains based on the following justifications and contribution by Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, as a founder and Executive member of the Board:- a) He has been involved in business for about 57 years of which 39 years were in property development and construction industries and 25 years were in plantation sector. His vast experience has enabled him to provide the Board with a diverse set of experience, expertise and skills to ensure that the Group continues to be a competitive leader within its industry segments; b) He has exercised due care in the best interest of the Company and shareholders during his tenure as an Executive Chairman of the Company; and c) He has successfully lead and managed the Board to achieve a commendable performance for the Group. To reinforce the independence, the Board has appointed En. Mohammed Chudi Bin Haji Ghazali as Senior Independent Non-Executive Director, to address the shareholders’ concern, if any. The division of responsibilities between the Executive Chairman and the Managing Director is clearly established and summarised as follows:- Executive Chairman (Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong) a) Leads the Board, promotes and oversee the highest standards of corporate governance within the Board and the Company; b) Chairs the orderly conduct of meetings and facilitates discussion of all agenda items, in particular strategic issues and matters between the Board and investors; c) Facilitating effective contributions of Independent Non-Executive Directors and constructive relationships between Executive and Independent Non-Executive Directors; and d) Ensure that Board members receive accurate, timely and clear information to enable them to monitor performance, make sound decisions and give appropriate advice to promote the success of the Company. Managing Director (Tan Sri Datuk Chen Lok Loi) (a) Responsible for the development and implementation of the strategies for the Group and setting the overall strategic policy and direction of the Group’s business operation based on effective risk management controls and overseeing and managing the day-to-day operation of the Group; (b) Provide strategic advice and guidance to the Executive Chairman and the members of the Board, to keep them aware of developments within the industry and to ensure that appropriate policies are developed to achieve the Group’s objectives and to comply with all relevant statutory and other regulations; (c) Maintain effective formal and informal channels with major customers, relevant government departments and agencies, local authorities, key decision-makers and other stakeholders generally, to exchange information and views and to ensure that the Group reputation and relationship are well maintain; and (d) Controlling and monitoring the implementation of the annual budget to ensure that budget targets are met, that revenue flows are maximised and that fixed costs are minimised. 52 MKH Berhad • Annual Report 2017 Statement on Corporate Governance