TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
18
(iii) Sustainability of Business
The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on
the environmental, social and governance aspects is taken into consideration. The Group also embraces sustainability
in its operations and supply chain, through its own actions as well as in partnership with its stakeholders, including
suppliers, customers and other organizations.
The Group’s activities on corporate social responsibilities for the financial year under review are disclosed on pages 13
to 15 of this Annual Report.
(iv) Access to Information and Advice
Directors are supplied with relevant information and reports on financial, operational, corporate, regulatory, business
development and audit matters for decisions to be made on an informed basis and effective discharge of the Board’s
responsibilities.
Procedures have been established for timely dissemination of Board and Board Committee papers to all Directors at
least seven (7) days prior to the Board and Board Committee meetings, to facilitate decision making by the Board and
to deal with matters arising from such meetings. Senior management of the Group and external advisers are invited to
attend Board meetings to provide additional insights and professional views, advice and explanations on specific items
on the meeting agenda. Besides direct access to Management, Directors may obtain independent professional advice
at the Company’s expense, if considered necessary, in accordance with established procedures set out in the Charter
in furtherance of their duties.
Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to discharge
their duties effectively. The Board is regularly updated and advised by the Company Secretaries who are qualified,
experienced and competent on statutory and regulatory requirements, and the resultant implications of any changes
therein to the Company and Directors in relation to their duties and responsibilities.
Principle 2 - Strengthen Composition of the Board
The Board consists of eight (8) members, comprising four (4) Executive Directors and four (4) Independent Non-Executive
Directors. This composition fulfills the requirements as set out in the Main Market Listing Requirements (“Listing Requirements”)
of Bursa Malaysia Securities Berhad (“Bursa”), which stipulate that at least two (2) Directors or one-third of the Board,
whichever is higher, must be Independent. The profile of each Director is set out on pages 10 to 12 of this Annual Report.
The Directors, with their diverse backgrounds and specializations, collectively bring with them a wide range of experience
and expertise in areas such as engineering, entrepreneurship, finance; taxation, accounting and audit; legal and economics.
(i) Nominating Committee – Selection and Assessment of Directors
The Board has established a Nominating Committee as it recognizes the importance of the roles the Committee
plays not only in the selection and assessment of Directors but also in other aspects of corporate governance which
the Committee can assist the Board to discharge its fiduciary and leadership functions. The Nominating Committee
comprises exclusively Independent Non-Executive Directors, namely:
Dato’ Ng Mann Cheong - Chairman
Dato’ Haji Kamaruddin @ Abas bin Nordin - Member
Dato’ Seow Thiam Fatt - Member
Siew Kah Toong - Member
CORPORATE GOVERNANCE STATEMENT
