Introduction

The Board of Directors of SURIA adopts and practices high standard of corporate governance in conducting the affairs and business of the Group. The Board views this as a fundamental part of its responsibilities to protect and enhance long term shareholders’ value and the financial performance of the Group, while taking into account the interests of other stakeholders.

In tandem with this, the Board is fully committed to the maintenance of a high standard of corporate governance by supporting and implementing the best practices and principles as laid out in the Malaysian Code on Corporate Governance and Chapter 15 of BMSB.

The Directors

Composition and Balance of The Board

The Board comprises experienced Directors with a wide and varied range of expertise. The Board currently has nine (9) Directors consisting of one (1) Non-Independent Non-Executive Chairman, one (1) Non-Independent Executive Group Managing Director, four (4) Non-Independent Non-Executive Directors and three (3) Independent Non-Executive Directors. This complies with BMSB’s requirements in terms of the number of independent non-executive directors in the composition of the Board. The individual Directors bring a diverse range of skills and backgrounds. In view of the composition of the Board, and having regard to the caliber of the Directors and their range of experience, the Board believes that the interests of investors including the Group’s minority shareholders and the public are adequately protected and advanced.

There is also a clear division of responsibilities between the Chairman and Group Managing Director to ensure that there is a balance of power and authority in managing the Group. The Group Managing Director reports to the Board and seeks approval form the Board on major matters as and when necessary. The Chairman, having the necessary skills and experience to manage the Board, encourages healthy debate and ensures that resolutions are put to vote. Hence, Board decisions reflect the collective will of the Board and not the views of an individual or group.


Principal Responsibility of the Board

The Board maintains effective control of the Group. This includes responsibility for reviewing and adopting the Management’s proposals on Group’s operational policies, strategic business and action plans, include setting the annual budget for the Group. The Board’s other primary functions include regular overseeing of the Group’s business operations and performance; and ensuring the existence of appropriate processes and internal controls to measure and manage business risks in general and specifically, operational, credit, market and liquidity risk.

At each regularly scheduled meeting, the Board will review the financial and operational performance of the Group against the annual budget previously approved by the Board for that year. Specific responsibilities have been delegated to the Board’s Committees, all of which have their clearly defined terms of reference. The Committees have the authority to examine the issues tabled before them and thereafter report back to the Board with recommendations and comments.

The Committees established are as follows:
Nomination/Appointment Committee
Remuneration Committee
Audit and Risk Management Committee

For further information on the roles of the Committees, kindly refer to Board Committees on Pages 49 & 50 of the Annual Report.

Supply of Information

All scheduled Meetings held during the year were preceded by a formal notice issued by the Group Company Secretary in consultation with the Chairman. The Chairman ensures that all Directors have full and timely access to information, with Board Papers distributed in advance of Meetings. The notice of each Meeting is accompanied by the minutes of preceding Board Meetings, together with relevant information and documents for matters on the agenda. Senior Management of the Group may be invited to attend Board Meetings to provide detail explanations and clarifications on issues that are considered during the meetings.

The Directors have access to all information within the Group in furtherance of their duty. They also have access to the advice and services of the Senior Management of the Group and the Group Company Secretary, and independent professionals as and when required. From time to time, the Directors are also provided with the latest update on the industry developments in which the Group is engaged on and on the rules and regulations relating to the day to day running of the Group that imposed by the relevant regulatory authorities.