Sasbadi Annual Report 2017

45 ANNUAL REPORT 2017 The number of Directors whose remuneration for FYE 31 August 2017 fall under the following bands of RM50,000 is presented below: Remuneration Band No. of Executive Directors No. of Non-Executive Directors RM50,001 to RM100,000 – 4 RM350,001 to RM400,000 1 – RM450,001 to RM500,000 1 – RM900,001 to RM950,000 1 – Besides the Director’s’ fees, the Company has arranged for Directors’ and Officers’ Liability Insurance to indemnify the Directors and Officers of the Group against liabilities incurred by them during the discharge of their duties while in office. PRINCIPLE 3 – REINFORCE INDEPENDENCE Recommendation 3.1 – Annual Assessment of Independent Directors The Board shall assess the independence of the Independent Directors on an annual basis based on the criteria formulated by the Nomination Committee. During FYE 31 August 2017, the Board reviewed, assessed and was satisfied with the independence of the Independent Directors of the Company for FYE 31 August 2016, and has done the same for FYE 31 August 2017 as at the date of approval for the issuance of this Statement. Recommendation 3.2 – Tenure of Independent Directors MCCG 2012 recommends that the tenure of an independent director should not exceed a cumulative term of nine (9) years and, upon completion of the nine (9) years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director. The Board has incorporated this recommendation into the Company’s Board Charter. As at the date of approval for issuance of this Statement, the Company’s Independent Directors have served on the Board for less than five (5) years. Recommendation 3.3 – Retention of Independent Directors Whose Tenure Exceeds Nine (9) Years MCCG 2012 recommends that the board must justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine (9) years. The Board has incorporated this recommendation into the Company’s Board Charter. As at the date of approval for issuance of this Statement, the Company’s Independent Directors have served on the Board for less than five (5) years. Recommendation 3.4 – Separation of Positions of Chairman and Managing Director The Board practises the separation of the positions of Chairman and Managing Director and the division in their responsibilities. Dato’ Salleh Bin Mohd Husein, who is an Independent Non-Executive Director, is the Chairman of the Group and he leads the Board in the oversight of Management while Law King Hui, who is the Managing Director of the Group, focuses on the running of the business and day-to-day management of the Group. Recommendation 3.5 – Board Composition The Board is made up of three (3) Executive Directors (including the Group Managing Director), one (1) Non-Independent Non-Executive Director and three (3) Independent Non-Executive Directors (including the Chairman). The Board composition provides a good mix of experience and diversity in skills and expertise while maintaining a good balance between Non-Independent and Independent Directors. The Board has also complied with paragraph 15.02 of the Main Market Listing Requirements (“MMLR”) of Bursa Securities, which requires at least two (2) Directors or one-third (1/3) of the Board of the Company, whichever is the higher, are independent. CORPORATE GOVERNANCE STATEMENT