17
Techno
Dex
Berhad
(627634-A)
ANNUAL REPORT 2016
The Board appoints the Company Secretaries, who play an important advisory role, and ensures that the
Company Secretaries fulfil the functions for which they have been appointed. The Company Secretaries advise
the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations
affecting the Company.
The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the
duties required. The Board is satisfied with the service and support rendered by the Company Secretaries to
the Board in the discharge of their functions.
v. Access to Information and Independent Advice
All Board members, particularly the Chairman, have unrestricted access to the advice and services of the
Company Secretaries to enable them to discharge their duties effectively. The Directors also have access to
the Internal and External Auditors of the Group, with or without Management presence to seek explanations
or additional information.
The Directors, collectively or individually, may seek independent professional advice and information in
the furtherance of their duties at the Company’s expense, so as to ensure the Directors are able to make
independent and informed decisions.
vi. Appointment to the Board and Re-election of Directors
The members of the Board are appointed in a formal and transparent practice as endorsed by the Code.
The Nomination Committee scrutinises the candidates and recommend the same for the Board’s approval.
In discharging this duty, the Nomination Committee will assess the suitability of an individual by taking into
account the individual’s mix of skill, functional knowledge, expertise, experience, professionalism, integrity
and/or other commitments that the candidate shall bring to complement the Board.
All Board members shall notify the Chairman of the Board before accepting any new directorships in other
companies. The notification shall include an indication of time that will be spent on the new appointment. The
Chairman shall also notify the Board if he has any new directorships or significant commitments outside the
Company.
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors for the time being,
or if their number is not multiple of three (3), the number nearest to one-third (1/3) with a minimum of one (1)
shall retire at the Annual General Meeting (“AGM”), and be eligible for re-election provided that all Directors
shall retire at least once in every three (3) years.
Directors who are appointed by the Board in the course of the year shall be subject to re-election at the next
AGM to be held following their appointment.
Directors who are over seventy (70) years of age are required to submit themselves for annual re-appointment
in accordance with Section 129(6) of the Companies Act, 1965.
vii. Tenure of Independent Director
The Board is aware that the tenure of an Independent Director shall not exceed a cumulative term of nine (9)
years. However, upon completion of the nine (9) years, the Independent Director may continue to serve the
Board subject to the Director’s re-designation as a Non-Independent Director. In the event the Director is to
remain designated as an Independent Director, the Board shall first justify and obtain shareholders’ approval
on a yearly basis.
CORPORATE
GOVERNANCE STATEMENT
(continued)
