Annual Report 2016
9
Reliance Pacific Berhad • 244521 A
The Board of Directors (the Board) is committed towards ensuring that good Corporate Governance is
observed throughout the Group.
The Board also considers and adopts where appropriate, the principles and best practices of Corporate
Governance as prescribed in the Malaysian Code of Corporate Governance 2012 (MCCG 2012).
The Board is pleased to report to shareholders the manner in which it has applied the Principles of the
Code and the extent to which it has complied with the Best Practices of the Code, pursuant to Paragraph
15.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia)
and Corporate Governance Guide: Towards Boardroom Excellence, throughout the financial year under
review.
THE BOARD
Board Structure
The Board is made up of six members of which four are independent non-executive directors and two
non-independent executive directors. The profile of each director is presented on page 4 and page 5 in
the Annual Report.
The composition of the Board represents a good mix of knowledge, skills and experience to ensure that
the Group is competitive within its industry. The Board, through the Nomination Committee, will consider
appropriate targets for appointment as Board members in terms of gender, ethnicity and age and will
take required measures to meet those targets from time to time if deemed necessary to enhance the
effectiveness of the Board.
The Board complies with paragraph 15.02 of the Listing Requirements which requires that at least two
directors or one third of the Board of the Company, whichever is higher are independent directors. The
Company also complies with MCCG 2012 where the Chairman of the Company is an independent director.
Duties and Responsibilities
The Board adheres to the Code of Conduct/Ethics for Directors which highlights the criterias that
directors should observe in the performance of their duties. The following are the roles and
responsibilities of the Board in discharging its fiduciary functions:-
• Leads, controls, provides strategic direction and has the overall responsibilities for corporate
governance.
• Formulation of key policies, overseeing investments and businesses for the Group.
• Ensure that the company has appropriate corporate disclosure policies and procedure.
• Succession planning.
• Identifying principal risk and to ensure implementation of appropriate internal control system.
• Investor relations programmes, internal controls and management information systems.
The management is accountable for the execution of the corporate objectives and policies set by the
Board.
The Board has delegated specific responsibilities to the committees to assist the Board in the effective
operations and the governance of the Group. The functions and the Terms of Reference of the
committees have been defined by the Board in the Terms of Reference of the respective committees.
These committees are Audit Committee, Nomination Committee and Remuneration Committee. The
Terms of Reference of these committees are available in the Company’s website.
The duties and responsibilities of the Chairman and Chief Executive Officer (“CEO”) are distinct and
separate with clear division of responsibilities. The Chairman is responsible for managing the conduct
of the Board and ensuring its effectiveness including ensuring all directors receive sufficient relevant
information on all financial, business, operational and corporate matters to enable each of them to
participate actively and effectively in Board decisions. The CEO is responsible for the efficient and
effective management of the business operations and strategic direction of the Group.
Corporate Governance Statement