Statement on Corporate Governance
PRINCIPLE 4: FOSTER COMMITMENT
Directors should devote sufficient time to carry out their responsibilities, regularly update their knowledge and enhance their skills.
Board Meeting
The Board is satisfied with the level of time commitment by each of the Directors towards fulfilling their roles on the Board and Board Committees.
The Board has at least five (5) regularly scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetings bring an independent judgement to bear on issues of strategies, risks, performance, resources and standards of conduct.
Nine (9) Board meetings were held during the financial year ended 30 June 2013. The attendance record of each Director since the last financial year was as follows:
Total Number of Meetings Number of Meetings Attended Executive Directors
Tan Sri Dato’ Lee Shin Cheng 9 8
Dato’ Lee Yeow Chor 9 9
Lee Yeow Seng 9 8
Lee Cheng Leang 9 9
Non-Executive Directors Datuk Hj Mohd Khalil b
Dato’ Hj Mohd Noor 9 9
Datuk Karownakaran @
Karunakaran a/l Ramasamy 9 8
Quah Poh Keat
(resigned on 13 September 2013) 9 9
Lim Tuang Ooi 9 8
Cheah Tek Kuang
(appointed on 22 August 2012) 8 8
Supply of Information
All Board members are supplied with information in a timely manner. Board reports are circulated prior to the Board meetings to enable the Directors to obtain further information and explanation, where necessary, before the meetings.
The Board reports include, amongst others, periodical financial and corporate information, significant operational, financial and corporate issues, performance of the various business units and management proposals that require Board’s approval.
Detailed periodic briefings on industry outlook, company performance and forward previews (forecasts) are also conducted for the Directors to ensure that the Board is well informed of the latest market and industry trends and developments.
IOI Corporation Berhad
Training and Development of Directors
Training needs as deemed appropriate by individual Board members are provided. Board members keep abreast with general economic, industry and technical developments by their attendances at appropriate conferences, seminars and briefings.
All the Directors had completed the Mandatory Accreditation Programme as specified by Bursa Securities. During the financial year, members of the Board who have attended various training programmes, forums, conferences and seminars are as follows:
Tan Sri Dato’ Lee Shin Cheng 16th China International Fair For Investment & Trade 8 September 2012
Stakeholders Engagement Workshop 16 November 2012
7th World Fujian Convention Economic Forum: Asia Pacific
Economic Outlook and Challenges - An Asian Perspective 25 November 2012 24th Annual Palm and Lauric Oils Conference & Exhibition: Price
Outlook 2013/2014 5 March 2013
Palm International Nutra-Cosmeceutical Conference (PINC) 2013 20 May 2013
Invest Malaysia Conference 2013 14 June 2013
Dato’ Lee Yeow Chor Harvard Business School Seminar: Challenges for Managers in a
Turbulent Environment 4 July 2012
Asian Strategy and Leadership Institute (ASLI) National Housing
Summit 28 August 2012
Malaysian Palm Oil Council (MPOC) Sustainability Conference 10 September 2012 Economic and Promotion Mission to Belgium, Germany, France
and Romania by the Minister of Plantation Industries and Commodities
16 September 2012 to 19 September 2012
Palm Oil Trade Seminar, Kuala Lumpur 15 October 2012
to 16 October 2012
Stakeholders Engagement Workshop 16 November 2012
Palm Oil Trade Seminar, Beijing 28 November 2012
to 1 December 2012 Ministry of Plantation Industries and Commodities (MPIC)
Workshop: Branding of Malaysian Palm Oil
21 January 2013 to 22 January 2013 Global Leadership Conference by the Young President
Organisation at Istanbul, Turkey
26 February 2013 to 2 March 2013
Leaders Developing Leaders Workshop 11 April 2013
Succession Planning Workshop 16 May 2013
Palm International Nutra-Cosmeceutical Conference (PINC) 2013 20 May 2013 to 21 May 2013
Invest Malaysia Conference 2013 13 June 2013
to 14 June 2013
Palm Oil Trade Seminar, Myanmar 27 June 2013
to 28 June 2013
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Lee Yeow Seng OCBC Global Treasury Regional Forum 2012 20 July 2012 Morgan Stanley 11th Annual Asia Pacific Summit 7 November 2012
to 8 November 2012
Stakeholders Engagement Workshop 16 November 2012
Leaders Developing Leaders Workshop 11 April 2013
Invest Malaysia Conference 2013 14 June 2013
Lee Cheng Leang Director Duties, Regulatory Updates and Governance Seminar
for Directors of Public Listed Companies 2013 29 January 2013 Nominating Committee Program by the Iclif Leadership and
Governance Centre and Bursa Malaysia 22 May 2013
Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor
MNRB Holdings Berhad (MNRB) Directors’ Training: The Thai Flood Catastrophe and An Internal Capital Adequacy Assessment Process (ICAAP) Overview at Bangkok, Thailand
6 July 2012
MNRB Group Chief Executive Officer (CEO) Conference 2012 8 October 2012 Risk Management Forum: Embracing Risks for Long Term
Corporate Success - Boosting your Risk Governance 4 June 2013 MNRB Directors’ Training: Risk Appetite and Risk Tolerance 29 June 2013
Datuk Karownakaran @ Karunakaran a/l Ramasamy
Half Day Governance Programme: Governance, Risk Management
and Compliance - What Directors Should Know 8 August 2012 MSC Malaysia International Advisory Panel (IAP) 2012 Meeting
chaired by the Prime Minister 9 October 2012
Training on Highlights of Key Provisions in the Proposed
Companies Bill 2012 19 October 2012
Talk on Towers Watson 2012 Global Insurance Enterprise Risk
Management (ERM) Survey Results 10 January 2013
Launch of the Statement on Risk Management and Internal
Control: Guidelines for Directors of Listed Issuers 16 January 2013 Training on Corporate Governance/ERM, Personal Data
Protection Act, 2010 and Competition Act, 2010 25 April 2013 Seminar on The Malaysian Code of Corporate Governance 2012
and Statement on Risk Management and Internal Controls 17 May 2013
IOI Corporation Berhad
Quah Poh Keat Managing the Risks of Fraud by KPMG 31 January 2013 Malaysian Financial Reporting Standards (MFRS) Update 2012/
2013 by KPMG 21 March 2013
Forensic Accounting Course by The Minority Shareholder Watchdog Group (MSWG)
8 May 2013 to 9 May 2013
Cheah Tek Kuang Update on Directors’ Duties and Obligations and Competition
Law: How It May Impact The Way We Do Business 15 July 2012 International Malaysia Law Conference 2012 26 September 2012
to 28 September 2012 Financial Institutions Directors’ Education (FIDE) Elective
Program: The Nomination and Remuneration Committees
1 April 2013 to 2 April 2013
Invest Malaysia Conference 2013 13 June 2013
to 14 June 2013
Lim Tuang Ooi Employees Provident Fund Board (“EPF”) Crisis Simulation 14 July 2012
EPF Senior Leadership Program 23 October 2012
EPF Senior Leadership Program 30 October 2012
Risk Management Event: Best Risk Management Practices 1 November 2012
EPF Investment Seminar 24 November 2012
EPF Leadership Talk Series 26 November 2012
Counselling Awareness Course for Head of Departments 3 December 2012
EPF Group Coaching Course 19 December 2012
EPF Management Conference 2013 17 March 2013
to 20 March 2013
EPF Global Private Equity Summit 25 March 2013
to 26 March 2013
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PRINCIPLE 5: UPHOLD INTEGRITY IN FINANCIAL REPORTING