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FRONTKEN CORPORATION BERHAD
(651020-T)
ANNUAL REPORT 2014
Principle 1 – Establish clear roles and responsibilities (Cont’d)
1.7 The Board should formalise, periodically review and make public its board charter
The Board Charter, which has been uploaded on the Company’s website at
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. The Board reviews the Board Charter on an annual basis to be consistent with the relevant
regulatory requirements.
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.
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 annually reviews the composition of the Board 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 discrimination. 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, 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 Articles of Association of the Company.
CORPORATE GOVERNANCE
STATEMENT
(cont’d)
