| |
|
|
| |
CORPORATE GOVERNANCE |
|
| |
| |
|
|
|
| |
YTL Corporation Berhad (“YTL Corp” or “Company”) and its
subsidiaries (“YTL Corp Group”) have a long-standing commitment
to corporate governance and protection of shareholder value. This
commitment has been integral to the YTL Corp Group’s
achievements and strong financial profile to date and the Board of
Directors (“Board”) remains firmly committed to implementing
and attaining the highest standards of corporate governance
throughout the YTL Corp Group. Good corporate governance is a
fundamental part of the Board’s responsibility to protect and
enhance long term shareholder value and the financial
performance of the YTL Corp Group, whilst taking into account the
interests of other stakeholders.
During the year under review, the Board continued to adhere to
the measures recommended by the Malaysian Code on Corporate
Governance (“Code”) to enhance its corporate governance
practices, and to fully comply with the Listing Requirements of
Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing
Requirements”). This section of the Annual Report details the
measures implemented by the YTL Corp Group to strengthen its
compliance with the Principles and Best Practices of Corporate
Governance as set out in Parts 1 and 2 of the Code, respectively.
BOARD
STRUCTURE
YTL Corp is led and managed by an experienced Board with a wide
and varied range of expertise. This broad spectrum of skills and
experience ensures the YTL Corp Group is under the guidance of
an accountable and competent Board. The Directors recognise the
key role they play in charting the strategic direction, development
and control of the YTL Corp Group and have adopted the six
primary responsibilities as listed in the Code, which facilitate the
discharge of the Board’s stewardship responsibilities.
The Board currently has thirteen Directors comprising nine
executive members and four non-executive members, all of whom
are independent. This is in compliance with the requirement for
one-third of the Board to be independent.
The positions of the Executive Chairman and the Managing Director
are held by separate members of the Board. The Executive Chairman
is primarily responsible for the orderly conduct and working of the
Board, whilst the Managing Director oversees the day-to-day
running of the business, implementation of Board policies and
making of operational decisions. The Managing Director and the
Executive Directors are accountable to the Board for the profitable
operation and development of the YTL Corp Group, consistent with
the primary aim of enhancing long-term shareholder value.
The presence of Independent Non-Executive Directors brings an
additional element of balance to the Board and these Independent
Non-Executive Directors have the experience to carry sufficient
weight in the Board’s decisions. The differing roles of Executive and
Non-Executive Directors are delineated, both having fiduciary
duties towards shareholders. Executive Directors have a direct
responsibility for business operations whereas Non-Executive
Directors have the necessary skill and experience to bring an
independent judgement to bear on issues of strategy, performance
and resources brought before the Board.
The Executive Directors are responsible for the YTL Corp Group’s
operations and for ensuring that strategies proposed by
management are fully discussed and examined, and take account of
the long term interests of shareholders, employees, customers,
suppliers and the many communities in which the YTL Corp Group
conducts its business. Together, the Directors possess the wide range
of business, commercial and financial experience essential in the
management and direction of a corporation with global presence. A
brief description of the background of each Director is presented in
the Profile of the Board of Directors in this Annual Report.
To date, the Board has not found it necessary to designate a senior
independent non-executive to whom concerns may be conveyed,
mainly because the Chairman encourages full deliberation of issues
affecting the YTL Corp Group by all members of the Board and
shareholders.
DIRECTORS'
TRAINING
All the Directors have successfully completed the Mandatory
Accreditation Programme and each Director has now obtained the
applicable number of points under the Continuing Education
Programme (“CEP”) that they were required to obtain prior to the
repeal of the CEP by Bursa Securities. During the financial year under
review, the Directors attended various other conferences and
programmes, including speaking engagements, to enhance their
knowledge and expertise, and the Board will continue to evaluate and
determine the training needs of its Directors on an ongoing basis.
BOARD
MEETINGS & ACCESS TO INFORMATION
The Board met five times during the financial year ended 30 June
2007. Details of each Director’s attendance of the Board meetings are
disclosed in the Profile of the Board of Directors in this Annual Report.
The Directors have full and unrestricted access to all information
pertaining to the YTL Corp Group’s business and affairs, both as a
full Board and in their individual capacities, to enable them to
discharge their duties. There are matters specifically reserved for
the Board’s decision to ensure that the direction and control of the
YTL Corp Group rests firmly with the Board. Prior to each Board
meeting, all Directors receive the agenda together with a full set of
Board papers containing information relevant to the business of the
meeting. This allows the Directors to obtain further explanations or
clarification, where necessary, in order to be properly briefed
before each meeting.
All Directors have full access to the advice and services of the
Company Secretary who ensures that Board procedures are adhered
to at all times during meetings and advises the Board on matters
including corporate governance issues and the Directors’
responsibilities in complying with relevant legislation and regulations.
APPOINTMENT
& RE-ELECTION OF DIRECTORS
The appointment of Directors is undertaken by the Board
whole. The Managing Director recommends candidates suitable
appointment to the Board, and the final decision lies with
entire Board to ensure that the resulting mix of experience
expertise of members of the Board is sufficient to address the
affecting the YTL Corp Group.
In accordance with the Company’s Articles of Association, onethird
of the Directors are required to retire from office at each
Annual General Meeting (“AGM”). Retiring Directors can offer
themselves for re-election. Directors who are appointed by the
Board during the financial year are subject to re-election by
shareholders at the next AGM held following their appointments.
Directors who are over seventy years of age are required to submit
themselves for re-appointment annually in accordance with Section
129 of the Companies Act, 1965. Details of Directors seeking reelection
at the forthcoming AGM are disclosed in the Statement
Accompanying the Notice of AGM in this Annual Report.
DIRECTORS'
REMUNERATION
Directors’ remuneration is decided in line with the objective
recommended by the Code to determine the remuneration for
directors so as to attract and retain directors of the calibre needed
to run the YTL Corp Group successfully. In general, the component
parts of remuneration are structured so as to link rewards to
performance. Directors do not participate in decisions regarding
their own remuneration packages and Directors’ fees must be
approved by shareholders at the AGM.
Details of the aggregate remuneration of Directors categorised into
appropriate components and the range of remuneration for each
Director can be found in Note 6 of the Notes to the Financial
Statements in this Annual Report (for security reasons, details are
not shown with reference to Directors individually).
DIALOGUE
WITH SHAREHOLDERS & INVESTORS
The YTL Corp Group values dialogue with investors as a means of
effective communication that enables the Board to convey
information about performance, corporate strategy and other
matters affecting shareholders’ interests. The Board recognises the
importance of timely dissemination of information to shareholders
and accordingly ensures that they are well informed of any major
developments of the YTL Corp Group. Such information is
communicated through the Annual Report, the various disclosures
and announcements to Bursa Securities, including quarterly and
annual results, and corporate websites.
The Managing Director meets with analysts, institutional
shareholders and investors throughout the year. Presentations
based on permissible disclosures are made to explain the YTL Corp
Group’s performance and major development programs. Pricesensitive
information that may be regarded as undisclosed material
information about the YTL Corp Group is, however, not disclosed
in these sessions until after the prescribed announcement to Bursa
Securities has been made.
The AGM is the principal forum for dialogue with shareholders. The
Board provides opportunities for shareholders to raise questions
pertaining to issues in the Annual Report, corporate developments
in the YTL Corp Group, the resolutions being proposed and the
business of the YTL Corp Group in general at every AGM and
Extraordinary General Meeting of the Company. The Managing
Director responds to shareholders’ questions during the meeting,
thereby ensuring a high level of accountability, transparency and
identification with the YTL Corp Group’s business operations,
strategy and goals. Each item of special business included in the
notice of the meeting is accompanied by an explanatory statement
for the proposed resolution to facilitate full understanding and
evaluation of issues involved.
THE
AUDIT COMMITTEE
The Company has in place an Audit Committee which comprises
three Non-Executive Directors and one Executive Director. The Audit
Committee holds quarterly meetings to review matters including the
YTL Corp Group’s financial reporting, the audit plans for the year and
recurrent related party transactions, as well as to deliberate the
findings of the internal and external auditors.
The Audit Committee met five times during the financial year
ended 30 June 2007. Full details of the composition, complete
terms of reference and the activities of the Audit Committee during
the financial year are set out in the Audit Committee Report in this
Annual Report.
FINANCIAL
REPORTING
The Directors are responsible for ensuring that financial statements
are drawn up in accordance with the provisions of the Companies
Act, 1965 and applicable approved accounting standards in
Malaysia. In presenting the financial statements, the Company has
used appropriate accounting policies, consistently applied and
supported by reasonable and prudent judgements and estimates to
present a true and fair assessment of the Company’s position and
prospects. Quarterly financial statements were reviewed by the
Audit Committee and approved by the Board prior to release to
Bursa Securities and Securities Commission.
The Statement by Directors made pursuant to Section 169 of the
Companies Act, 1965, is set out in this Annual Report.
INTERNAL CONTROL
Information on the YTL Corp Group’s system of internal control is
presented in the Statement on Internal Control in this Annual Report.
RELATIONSHIP
WITH THE AUDITORS
The Board has established formal and professional arrangements
for maintaining an appropriate relationship with the Company’s
auditors, Messrs HLB Ler Lum.
ADDITIONAL DISCLOSURE
• Employees’ Share Option Scheme: YTL Corp’s Employees’
Share Option Scheme (”ESOS”) was approved by shareholders
at an extraordinary general meeting in October 2001. Details
of the number of ESOS options granted during the year under
review can be found in the Directors’ Report in the Financial
Statements in this Annual Report. The Board believes that
maintaining the calibre of its employees is vital to ensure the
continued success of the YTL Corp Group and the consequent
increase in returns to shareholders. To these ends, the YTL Corp
Group has implemented various staff retention and assessment
practices in addition to the ESOS, including a Thirteenth Month
wage supplement, annual bonuses and biannual reviews of
staff performance.
• Share Buy-Back: Details of the Company’s Share Buy-Back
exercises for the year under review have also been included in
this Annual Report.
The Board is satisfied that the Company has, in all material aspects,
complied with the best practices of the Code as at 30 June 2007.
This statement was approved by the Board of Directors on
25 October 2007.
|
|
|
|
|