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FRONTKEN CORPORATION BERHAD
(651020-T)
ANNUAL REPORT
2015
CORPORATE GOVERNANCE
STATEMENT
(cont’d)
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 Board must comprise a majority 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 Executive Chairman.
Principle 4 – Foster commitment
4.1 The Board should set expectations on time commitment for its members and protocols for accepting new directorships
The Board, on an annual basis, sets out the meeting dates for the whole financial year so that each member of the
Board is able to plan his schedule accordingly. This helps to ensure that the Board is committed to meet when the time
arises.
The Board has also established a guideline on the acceptance of new directorship by Board members. Any Director
intending to take on new directorship is required to notify the Board Chairman before accepting the new directorship
and also to confirm his commitment that the new directorship will not impair his time commitment to the Company.