I. Board of Directors
(continued)
Company Secretary
The Board of Directors, as a whole or as individuals, has direct access to advice and dedicated
support services from the Company Secretary in ensuring effective discharge of its roles and
responsibilities. The Company Secretary also provides the Board with guidance on matters relating to
good corporate governance practices, eg. disclosures, accountability and transparency.
The Company Secretary attends all Board Meetings. She ensures that the meetings are properly
convened and that proceedings and deliberations are accurately minuted. She subsequently
communicates pertinent decisions to the Management for appropriate actions to be taken. The Board
of Directors is updated on the follow up actions / status of implementation of its decisions through
the board papers which are compiled by the Company Secretary.
The Board of Directors is also brought up to speed with the latest amendments to legislation
and corporate announcements released by Bursa Malaysia Securities Berhad (Bursa Securities). The
Directors will be advised on how these amendments impact the Company by the Company Secretary. The
Company Secretary will also notify the Directors of any and the impending restriction in dealing
with the securities of the Company at least one month prior to the announcement of the quarterly results.
The Board is satisfied with the performance and support rendered by the Company Secretary.
Appointments to the Board
Since the listing of the Company on 28 August 2007, only two new Directors have been appointed to
the Board. For these appointments, the Company has in place an evaluation process which was carried
out by the Remuneration and Nomination Committee.
Re-election of Directors
In accordance with the Company’s Articles of Association, one third or the numbers closest to one third
of the Directors for the time being shall retire from their office and be eligible for re-election provided
always that all the Directors shall retire from their office at least once in every three years. Any person
elected by the Board either to fill a casual vacancy or as an addition to the existing Directors shall
hold office only until the next annual general meeting and shall then be eligible for re-election.
Commitment of Directors
The Board is satisfied with the level of commitment of all the Directors. One of the markers of commitment
is reflected through their attendance at Board Meetings and the Board Committee Meetings. Please refer
to page 37 for further details of the Directors’ attendance at meetings. Directors also participate
actively at meetings which shows that they have a firm grasp of the business.
The Directors also submit a statement on the number of directorships they hold on a bi annual basis.
The Directors are aware that they must not hold more than five Public Listed Company directorships at
any onetime. In any event, the Directors are reminded that they must inform the Company Secretary
immediately of any new appointments that they accept.
In order to help Directors set aside their time for the Company’s affairs, the annual corporate calendar
is distributed to each Director before the year end. The dates of the scheduled Board Meetings,
Board Committee Meetings, Annual General Meeting and the closed period dates are stated in the
annual corporate calendar for the Directors to take note.
SARAWAK PLANTATION BERHAD
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Annual Report 2014
Statement on Corporate Governance
