Corporate Governance Statement

The Board of Directors (“Board”) of Daiman Development Berhad (“Company”) and its subsidiaries (“Group”) recognize that the exercise of good corporate governance in conducting the business and affairs of the Company and of the Group with integrity, transparency and professionalism are key components for continued progress and success.

The Board acknowledges that corporate governance is an ongoing process and is committed to supporting the recommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”). Steps are continuously being undertaken to prepare the Group to adopt, implement and fulfill the Principles and Recommendations of the MCCG 2012 and Bursa Malaysia Berhad’s Main Market Listing Requirements (“Listing Requirements”).

1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.1. Clear functions reserved for the Board and those delegated to Management

The Board is responsible for the oversight and overall management of the Company. The Management is responsible for managing the day-to-day running of the Group’s business activities in accordance with the direction and delegation of the Board. Management meets regularly to discuss and resolve operational issues. The Managing Director briefs the Board on business operations during the board meetings.

1.2. Clear roles and responsibilities

The Directors with their diverse backgrounds and specialization collectively bring in a wide range of experience and expertise to the Board that is important for the continued successfully direction of the Group. Details of each individual director’s skills and experiences are presented in the Board of Directors’ Profile set out on page 11 to 13 of this Annual Report.

The Board has adopted a Board Charter that sets out, amongst others, the roles and responsibilities of Board members, authorities, procedures, expectations, and the structures of the Board and Board Committees as well as the relationship between the Board and the management and shareholders of the Company. The Board Charter also acts as a source of reference and a primary induction literature in providing insights to Board members and senior management. The Board Charter is available on the Company’s website at www.daiman.com.my.

The   Board   currently   consists   of  seven   members,   comprising   a   Chairman   who   is   also   an independent Non-executive Director, the Managing Director, two Executive Directors and three Independent Non-executive Directors.

The following are the roles of the Board and its principal responsibilities:

  • Reviewing corporate performance and implementation of strategy and business plans, taking into account the sustainability of the Company’s business, with attention given to the environmental, social and governance aspects of the business;
  • Reviewing management processes including risk management and internal controls framework with the guidance of the Audit Committee; ensuring the implementation of appropriate internal controls and mitigating measures to manage such risks;
  • Put  succession  planning  in  place  by  ensuring  that  all  candidates  appointed  to  senior management positions are of sufficient caliber and that there are programmes to provide for the orderly succession of senior management;
  • Ensure shareholders are kept informed of the Company’s performance and major developments affecting the Company; oversee the implementation of a shareholder communication policy;
  • Oversee the Group’s adherence to high standards of conduct or ethics and corporate behavior,
    including the Code of Ethics for Directors.

1.3. Promote sustainability

The Board is aware of the importance of business sustainability and ensures that there is a plan for promoting sustainability embedded in the development of the Group’s strategies, taking into account the environmental, social, cultural and governance aspects of business operations.

1.4. Access to information and advice

All Directors have access to timely and accurate information within the Company, which allows them to discharge their duties effectively and efficiently. The Board also has direct communication channels with the External, Internal Auditors of the Group and Board Committees.

All Directors are provided with an agenda inclusive of detailed report and a set of Board papers are distributed in advance to allow the respective Board and Board Committees members sufficient time to review and analyse the materials and to enable all the Directors to obtain further explanations, when necessary, in order to be properly briefed before the meetings, to discharge their fiduciary duties. A comprehensive explanation of pertinent issues and recommendations will be provided by the Management and issues would then be deliberated and discussed meticulously by the Board prior to decision-making.

All Directors have access to the advice and services of the Company Secretary and to obtain independent professional advice, whenever necessary. The Company Secretary also serves in that capacity in the various Board Committees. The Company Secretary also serves notice to Directors and Principal Officers of the Company on the closed periods for trading in the Company’s share accordance to Chapter 14 on Dealings in Listed Securities of the Listing Requirements.

1.5. Qualified and competent Company Secretaries

The Company Secretary plays an advisory role to the Board in relation to the Company’s constitution, the Board policies and procedures, and compliance with the relevant regulatory requirements, codes or guidance and legislations. The Company Secretary is suitably qualified, competent and capable of carrying out the duties required and has attended training and seminars conducted by relevant regulatory to keep abreast with the relevant updates on statutory and regulatory requirements and updates on the Listing Requirements.

All proceedings of the Board and Board Committees meetings were properly minuted and documented by the Company Secretary.

2. STRENGTHEN COMPOSITION

2.1. Board Committee

The Board has delegated certain responsibilities and duties to the Board Committees which operate within
clearly defined Terms of Reference. These Committees are:

a. Audit Committee
The composition, the Terms of Reference and activities of the Audit Committee are separately set out on the  Audit Committee Report which is available on the Company’s website at www.daiman.com.my.

b. The Nomination and Remuneration Committee
At its meeting on 25 February 2014, the Board passed a resolution to combine the Nomination Committee and  the Remuneration Committee to form the Nomination and Remuneration Committee (‘NRC’) and approved the terms of reference of the NRC as set out. The NRC comprises of three Independent Non- executive Directors with the Senior Independent Director as Chair.

The duties and responsibilities of the Nomination and Remuneration Committee are as follows:

  • To propose new candidates and for the re-appointments to the Board and Board Committees.
  • To develop, maintain and review the criteria to be used in the nomination process and annual
    assessment of all directors.
  • To consider, assess and recommend candidates to the Board for all directorships proposed by shareholders, directors, the chief executive officer or senior executives.
  • To assess and recommend directors to fill the seats on Board Committees.
  • To  review  the  structure,  size  and  composition  (including  the  required  skills,  knowledge  and experience) of the Board and training programmes and recommend any adjustments deemed necessary to the Board.
  • In respect of the remuneration of the Board and Board Committees, the Committee shall be responsible for reviewing the remuneration and compensation of the executive directors of the Company and recommending the same to the Board. Additionally, the Committee shall also recommend directors’ fees to the Board.
  • The  Committee  shall  ensure  compliance  with  any  changes,  amendments,  updates  and insertions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and any other applicable laws and regulations arising thereof from time to time.
  • To assess the effectiveness of the Board as a whole, Board Committees (including its size and composition) and the contribution of each individual director including independent non-executive directors as well as the chief executive officer.
  • To review the required mix of skills and experience and other qualities of the Board, including the
    core competencies which non-executive directors should bring to the Board.
  • To review and assess the independence of the Board’s Independent Directors.
  • To  review  the  performance  and  terms  of  office  of  the  Audit  Committee  and  its  members annually to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.

The Board is aware of the gender diversity policy. When appointing a Director, the Committee and the Board will always evaluate and match the criteria of the candidate to the Board based on individual merits, experience, skill, competency and knowledge.

The Company does not set any specific target for boardroom diversity and female representation will be considered when suitable candidates are identified.

2.2. Directors’ Remuneration

The NRC reviews the Board remuneration annually. For an Executive Director, the remuneration will depend on the achievement of goals and personal achievement and is linked to Group and individual performance. All Directors are paid director’s fees for serving as Directors on the Board and its Committees. All Independent Non-executive Directors are paid a meeting allowance for attendance at each Board meeting.

The NRC recommends to the Board the remuneration package of the Executive Directors. The Executive Directors do not participate in decisions regarding their own remuneration packages. The directors’ fees are approved at the Annual General Meeting by shareholders.

The details of the remuneration for the Directors of the Company, on a Group basis, for the financial year ended 30 June 2016 are disclosed under Note 8 of the Audited Financial Statement on Page 72 of this Report.

3. REINFORCE INDEPENDENCE

The Board assesses the independence of the Independent Non-executive Directors on an annual basis by taking into account the individual Director’s ability to exercise independent judgement at all times and based on the criteria set out in Listing Requirement.

Based on the assessment carried out during the financial year ended 30 June 2016, the Board satisfied itself with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interests of the Company.

    TENURE OF INDEPENDENT DIRECTORS

The  Board  is  mindful  of  the  recommendation  of  the  Code  wherein  the  tenure  of  an  Independent Director of the Company should not exceed a cumulative term of nine years. An Independent Director may continue to serve the Board subject to the director’s re-designation as a Non-independent Director. In the event the Board intends to retain the Independent Director after serving a cumulative term of nine years, shareholders’ approval will be sought.

Dato’ Ahmad Johari Bin Tun Abdul Razak and Mr Ong Seng Pheow , two of the Independent Non-executive Directors, have served the Board for more than nine years as an Independent Director.

Notwithstanding their long tenure in office and based on the review and recommendations of the Nomination and Remuneration Committee, the Board is unanimous in its opinion that both Dato’ Ahmad Johari’s and Mr Ong’s independence have not been impaired or compromised in any way as observed below:

  • Both  Dato’ Ahmad  Johari  and  Mr  Ong  have  submitted  a  written  declaration  each  of  their
    independent status to the Board;
  • They continue to fulfill the criteria and definition of an Independent Director as set out under
    Paragraph 1.01 of the Listing Requirements;
  • During their tenure in office, both Dato’ Ahmad Johari and Mr Ong have not transacted or entered into any transactions with, and have not provided any services to the Group within the scope and meaning set forth in Paragraph 5 of Practice Note 13 of the Listing Requirements;
  • During their tenure in office, both Dato’ Ahmad Johari and Mr Ong have not developed, established or maintained any significant relationship with the Executive Directors and major shareholders, other than normal engagements and interactions on a professional level as expected of them during the course of discharging their duties and responsibilities, which would impair their independence as an Independent Director;
  • During their tenure in office, both Dato’ Ahmad Johari and Mr Ong have provided sufficient time and have discharged their duties and responsibilities without fear or favour, often providing independent judgement and challenging the conduct of the Group’s business and financial performance.

The Board will seek shareholders’ approval in the 44th  Annual General Meeting to approve Dato’ Ahmad Johari Bin Tun Abdul Razak and Mr Ong Seng Pheow who have served as an Independent Non-executive Director and Senior Independent Non-executive Director of the Company for a cumulative term of more than nine (9) years to continue to act as an Independent Non-executive Director of the Company.

4. FOSTER COMMITMENT

Board meetings

The Board meets at least 4 times a year with additional meetings for particular matters convened as and when necessary.

A total of four (4) Board meetings were held during the financial year ended 30 June 2016. The attendance
record of each Director is as follow:

Name of Director Status of Directorship Number of Meeting Attended
Dato' Ahmad Johari Bin Tun Abdul Razak Chairman, Independent Non-executive Director 4/4 
Tay Thiam Song Managing Director  4/4 
Tay Tian Liang Executive Director  4/4 
Tay Thiam Yew Executive Director  4/4 
Ong Seng Pheow Senior Independent Non-executive Director  4/4 
Ho Sing Independent Non-executive Director  4/4 
Eddie Chan Yean Hoe Independent Non-executive Director  4/4 

Time commitment

The Board is satisfied that its members have devoted sufficient time towards fulfilling their roles and responsibilities as Directors of the Company. The Board Charter sets out a policy where a Director shall notify the Chairman officially before accepting any new directorships in other companies and the notification shall explain the expectation and an indication of times commitment that will be spent on the new appointments.

Directors’ Training

All the Directors mindful that they are required to attend suitable training programmes to keep and to update their knowledge and enhance their skills through appropriate continuing education programmes to enable them to sustain their active participation in board deliberations.

During the year, all Directors attended workshop on “Business sustainability” on 24 May 2016 conducted by Mr Chng Boon Huat, Tricor Knowledge House Sdn Bhd. The Board also continues to monitor closely the needs of the Directors’ training.

In addition to the above, other Directors of the Board also attended training programmes during the
financial year as follows:-

Dato’ Ahmad Johari Bin Tun Abdul Razak:-

  • Seminar on ‘Companies Bill 2015’ held on 10 May 2016 by Suruhanjaya Syarikat Malaysia Kuala
    Lumpur.

Mr Ong Seng Pheow:-

  • Personal Taxation in ASEAN countries and Developments in financial reporting and New Auditor’s
    Report ISA701 held on 1 October 2015 by PricewaterhouseCoopers
  • Directors’ Remuneration Report 2015 7 December 2015 by FIDE FORUM
  • Briefing on TPPA on 29 March 2016 by PricewaterhouseCoopers

Mr Eddie Chan Yean Hoe:-

  • Members’ Dialogue with MIA President on 24 November 2015 by MIA

Mr Ho Sing:-

  • Building High Impact Boards on 9 June 2016 by Singapore Institute of Director

5. UPHOLD INTEGRITY IN FINANCIAL REPORTING

Compliance of Financial Statements with applicable Financial Reporting Standards.

The Board is responsible to ensure that the financial statements of the Group are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. The Board also ensures that the Group has used appropriate accounting policies for the preparation of its financial statements, which are consistently applied and supported by reasonable and prudent judgement and estimates.

The financial statements are presented to the Audit Committee for its review and recommendation and collectively approved by the Board to ensure that the financial statements present a balanced and fair assessment of the Group’s position.

External Auditors

The Audit Committee and the External Auditors met to discuss the Group’s system of internal controls and other relevant legal or regulatory compliances without the presence of the Executive Directors and management personnel.

The Board maintains a transparent and appropriate relationship with External and Internal Auditors through Audit Committee. Audit Committee undertakes an annual assessment of the External Auditors to gauge their performance, suitability and independence. Based on this annual assessment, the Audit Committee makes its recommendation to the Board on the appointment or removal of the External Auditors, their remuneration and terms of engagement.

6. RECOGNISE AND MANAGE RISK

RISK MANAGEMENT AND INTERNAL CONTROLS

The Board recognizes the importance of a sound system of internal control to safeguard the shareholders’ investment and the Group’s assets. Additionally, the Group has adopted a Risk Management Framework specified in the Group Risk Management Manual to identify, assess and take appropriate actions to manage and mitigate the impact of on-going and new risks on the Group’s business objectives.

The Group’s Internal Audit Function, which is outsourced to a professional services firm, is an integral part of the assurance process in ensuring that the Group’s system of internal controls is adequate and effective. The outsourced internal audit function reports directly to the Audit Committee.

The Group’s Statement on Risk Management and Internal Control made pursuant to Paragraph 15.26(b) of the MMLR of Bursa Malaysia is separately set out on Pages 31 to 33 of this Annual Report.

7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

7.1. Corporate Disclosure Policy

The Company’s Corporate Disclosure Policy provides a framework for the Board, management and relevant staff to communicate effectively with shareholders, investors, other stakeholders and the public generally:

  • To raise awareness and provide guidance to the Board and employees of the Group on the
    Company’s disclosure obligations and practices;
  • To provide policies and guidelines in disseminating information to, and in dealing with shareholders, financial analyst, media, regulators and other shareholders;
  • To ensure compliance with applicable legal and regulatory requirements on disclosure of
    material information.

The Corporate Disclosure policy regulates the review and release of information to the stock exchange as well as through the Company’s website, facilitating timely and accurate disclosure of the Company’s affairs.

7.2. Leveraging on Information Technology for Effective Dissemination of Information

The Board recognize the importance of information technology for effective dissemination of information.

The Company’s website has become a key communication channel for the company to reach its shareholders and general public. The Company’s website has a number of sections which provide up-to-date information on Group’s activities, Board Charter, financial results, announcements to Bursa Malaysia Securities Berhad, annual reports and company profiles and other information on the company can be found at www.daiman.com.my to enhance investors and shareholders communication.

8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

INVESTOR RELATION AND SHAREHOLDER COMMUNICATION

The Board acknowledges the need for Shareholders to be informed of all material business matters affecting the Group. The quarterly financial results were released on a timely basis to provide the Shareholders with an overview of the Group’s performance and operations.

The Company has been using the Annual General Meeting (“AGM”) usually held in November each year as the principal forum for communicating with the Shareholders. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf.

A  press  briefing  was  also  held  immediately  after  the  AGM  where  questions  on  the  Group’s activities and performance from the reporters are answered. Individual briefings to fund managers and financial analysts are also held upon request. In addition, the Group’s website,  www.daiman.com.my also serves to provide easy access to information on the Group’s various activities.

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