INFORMATION FOR THE BOARD
The Directors are provided with adequate Board
reports on a timely manner prior to the Board meeting
to enable the Directors to obtain further explanations,
where necessary. These reports provide information on
the Group’s performance and major operational,
financial and corporate issues. Minutes of meetings of
the Board Committees are also tabled at the Board
meetings for the Board’s information and deliberation.
The Directors have access to the advice and services of
the Company Secretary whose terms of appointment
permit removal and appointment only by the Board as
a whole. The Board’s rights to information and access
to independent professional advice at the expense of
the Company are stated in the Board Charter.
RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of
Association, all newly appointed Directors shall retire
from office but shall be eligible for re-election in the
next Annual General Meeting subsequent to their
appointment. The Articles further provide that at least
one third of the remaining Directors be subject to re-
election by rotation at each Annual General Meeting.
Directors over seventy years of age are required to
submit themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act,
1965.
BOARD INDEPENDENCE
Independent Non-Executive Directors play a leading
role in Board Committees. The Management and third
parties are co-opted to the Committees as and when
required.
The Groupmeasures the independence of the Directors
based on the criteria specified in the MMLR and none
of the Independent Non-Executive Directors
participate in any business dealings or are involved in
any other relationships with the Group. This allows
them to function independently and in an unbiased
manner in discharging their duties and responsibilities.
Gen. Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (R) who is
the Chairman of Boustead Holdings Berhad, has been
an effective Non-Independent Non-Executive
Chairman of Boustead Plantations Berhad. He exercises
independent and broad judgment as well as provides
independent opinions and constructive views on
proposals from the Management and he has never
assumed an executive position in the Group.
The Code recommends that if the Chairman of the
Board is not an independent director, the Board must
comprise a majority of independent directors. The
Company’s Chairman is Non-Independent Non-
Executive Director and there are three (3) Independent
Non-Executive Directors out of six (6) board members.
The Board believes that the interests of shareholders
are best served by a Chairman who is sanctioned by
the shareholders and who will act in the best interests
of shareholders as a whole. As the Chairman represents
shareholderswitha substantial interest in theCompany,
he is well placed to act on behalf of the shareholders
and in their best interests. As of now, the Board does
not believe that it shouldurgently increase independent
directors to form a majority of the Board. However,
the Board will continuously review and evaluate such
recommendation.
The Board has not established any term limit for the
Independent Non-Executive Directors as the Board
believes that the term limit is not the absolute indicator
of a Director’s independence, of which is more related
to the conduct and actions of the Director. Currently,
none of the Independent Non-Executive Directors
have served on the Board for cumulative of nine years
as stipulated under the Code.
BOARD COMMITTEES
The Board may, whenever required, set up committees
delegated with specific powers and responsibilities.
The Board has established the following Committees
to assist the Board in the discharging of its duties:
• Audit Committee
• Nominating Committee
• Remuneration Committee
The Board has also approved and adopted a formal
charter that outlines the functions, duties and
responsibilities of the Board Committees in line with
the Board’s objective in pursuing good governance
practice.
an n ual repo rt 2015
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