Tan Chong Motor Holdings Berhad - Annual Report 2014 - page 23

TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
21
Following an assessment and recommendation by the Nominating Committee, the Board recommended that Dato’ Ng Mann
Cheong, Dato’ Haji Kamaruddin @ Abas bin Nordin and Dato' Seow Thiam Fatt, who have served as Independent Non-
Executive Directors of the Company for a cumulative term of more than nine (9) years each as at the end of the financial year
under review, be retained as Independent Non-Executive Directors, subject to shareholders’ approval at the forthcoming
Annual General Meeting of the Company. Key justifications for retaining them as Independent Non-Executive Directors are
as follows:
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independent and objective judgment to the Board;
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Board and Board Committees, as the case may be, with pertinent and a diverse set of expertise, skills and competence;
and
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Group which enable them to contribute actively and effectively during deliberations at Board Committees and Board
meetings, as the case may be.
Principle 4 – Foster commitment of Directors
The Board ordinarily meets at least five (5) times a year, scheduled well in advance before the end of the preceding financial
year to facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened when urgent
and important decisions need to be made between scheduled meetings. Board and Board Committee papers, which are
prepared by Management, provide the relevant facts and analysis for the Directors’ information. The meeting agenda, the
relevant reports and Board papers are furnished to Directors and Board Committee members at least seven (7) days before
the meeting to allow the Directors sufficient time to peruse for effective discussion and decision making during meetings. At
the quarterly Board meetings, the Board reviews the business performance of the Group and discusses major operational and
financial issues. All pertinent issues discussed at Board meetings in arriving at the decisions and conclusions are properly
recorded by the Company Secretaries by way of minutes of meetings. During the financial year under review, the Board
convened five (5) Board meetings which were attended by all the Directors except for one (1) meeting of which Dato’ Ng Mann
Cheong was unable to attend due to the rescheduling of the meeting.
As stipulated in the Charter, the Directors shall devote sufficient time and efforts to carry out their responsibilities. The Board
shall obtain this commitment from Directors at the time of their appointment. Each Director is expected to commit time as
and when required to discharge the relevant duties and responsibilities, besides attending meetings of the Board and Board
Committees.
Directors’ Training – Continuing Education Programmes
The Board is mindful of the importance for its members to undergo continuous training to be apprised on changes to regulatory
requirements and the impact such regulatory requirements have on the Group.
All Directors have completed their Mandatory Accreditation Programme as required by the Listing Requirements of Bursa.
During the financial year under review, the trainings attended by the Directors included briefings, seminars and conferences
conducted by relevant regulatory authorities and professional bodies as well as internal officers. Among the continuous
education programmes attended by the Directors are as follows:
Name of Director
Details of Programme
Dato’ Tan Heng Chew (i) Tan Chong Centre of Asian Management Studies (TCCAMS): Executive Development
Workshop on the Management Philosophy of the Late Mr Wang Yung-ching, founder of
Formosa Plastics Group
(ii) KPMG: Revenue Recognition – Changes Under New Accounting Standard, Fraud Risk
Management, Related Party Transactions and Corporate Disclosure Policy
CORPORATE GOVERNANCE STATEMENT
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