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FRONTKEN CORPORATION BERHAD
(651020-T)
ANNUAL REPORT 2014
Principle 3 – Reinforce independence
3.1 The Board should undertake an assessment of its Independent Directors annually
On an annual basis, the Board through the Nomination Committee assesses the Independent Directors, adopting
the criteria as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, and reports
to the Board the outcome of its findings.
3.2 & 3.3 Tenure of Independent Non-Executive Director exceeding cumulative term of 9 years and seek
shareholders’ approval in retaining such Independent Non-Executive Director
At the date of this Statement, the Board has a Director, namely Dato’ Haji Johar Bin Murat @Murad, who has served
for more than 9 years as an Independent Non-Executive Director.
The Board has assessed, via the Nomination Committee, his independence and, accordingly, recommended him
for shareholders’ approval to continue to serve as an Independent Non-Executive Director of the Company for the
ensuing year based on the following justifications:
a.
He fulfils the criteria under the definition of Independent Director as stated in the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad and, thus, he is able to provide a check and balance by
bringing an element of objectivity and independent judgment to the Board’s deliberation;
b.
He brings with him vast experience and expertise to complement the competencies of the other Directors to
enhance boardroom discussions and decision;
c.
He has been with the Company for more than 9 years since 2006 and, accordingly, is familiar with the nuances
and understanding of the Group’s business operations; and
d.
He has exercised due care and diligence during his tenure as an Independent Non-Executive Director of
the Company and carried out his duties professionally and objectively in the interest of the Company and
shareholders.
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 judgment.
These Independent Non-Executive Directors are capable of exercising independent judgment to ensure fair and
objective deliberations at Board meetings.
3.5 Boardmust comprise amajority 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 Chairman.
CORPORATE GOVERNANCE
STATEMENT
(cont’d)
