14
Techno
Dex
Berhad
(627634-A)
ANNUAL REPORT 2016
INTRODUCTION
The Board of Directors (“Board”) of Technodex Bhd. (“the Company”) is committed towards ensuring good corporate
governance practices are implemented and maintained throughout the Company and its subsidiaries (“the Group”) as
a fundamental part of discharging its duties to enhance shareholders’ values consistent with the principles and best
practices set out in the Malaysian Code on Corporate Governance 2012 (“the Code”).
The Board is pleased to set out below the Corporate Governance Statement which describes the manner in which
the Group has applied the Principles of the Code and its corresponding recommendations during the financial year
ended 30 April 2016.
A. THE BOARD
i. Composition and Balance
The Board currently has six (6) members, comprising three (3) Executive Directors and three (3) Independent
Non-Executive Directors. This composition ensures that at least one-third (1/3) of the Board comprises of
Independent Directors in compliance with Rule 15.02 of the ACE Market Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”).
The Board is aware that it is not in compliance with the best practices of the Code as the Chairman of the
Board is an Executive member and being a Non-Independent Director. However, the Board is satisfied that
the presence of the three (3) Independent Directors, though not forming a majority of the Board members, is
sufficient to provide the necessary checks and balances on the decision making process of the Board. This is
evidenced by their participation as members of the various committees of the Board.
The presence of one (1) Senior Independent Non-Executive Director and two (2) Independent Non-Executive
Directors ensures that views, consideration, judgment and discretion exercised by the Board in decision making
remains objective and independent whilst assuring the interest of other parties such as minority shareholders
are fully addressed and adequately protected as well as being accorded with due consideration.
There is a clear separation of functions between the Board and Management. The Board has full control of the
Group and oversees its business affairs while the Management is responsible for implementing the Board’s
corporate objective, policies and procedures on risk and internal control.
The roles of the Executive Chairman and the Group Managing Director (“Group MD”) are distinct and separate
to ensure that there is balance of power and authority. The Executive Chairman is responsible for the leadership,
effectiveness, conduct and governance of the Board while the Group MD has overall responsibility for the day-
to-day management of the business and implementation of the Board’s policies and decisions. The Group
MD is accountable to the Board for the overall organisation, management and staffing of the Company and/or
Group and for the procedures in financial and other matters, including conduct and discipline.
The Board does not have any gender diversity policies and targets and no measures have been taken to meet
the targets as both genders are given fair and equal treatment. The Board believes that candidature to the
Board should be based on a candidate’s merits, capability, experience, skill-sets and integrity but in line with
the Code, the Board will consider more females onto the Board in due course to bring about a more diverse
perspective.
In line with the Code and in view of the gained attention of boardroom diversity as an important element of a
well functioned organisation, the Board shall also accord due consideration to inculcate diversity policy in the
boardroom and workplace which encapsulates not only to gender, but also age and ethnicity.
CORPORATE
GOVERNANCE STATEMENT
