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FRONTKEN CORPORATION BERHAD
(651020-T)
ANNUAL REPORT
2015
Principle 1 – Establish clear roles and responsibilities (cont’d)
1.6 The Board should ensure it is supported by a suitably qualified and competent company secretary (cont’d)
The Board has access to the advice and services of the Company Secretaries who are responsible for ensuring that the
established procedures and relevant statutes and regulations are complied with.
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
www.frontken.com, 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.
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)