The Board currently has six (6) members comprising an Executive Chairman, Deputy Executive Chairman, three (3) Independent Non Executive Directors and one (1) Non- Independent Non Executive Director. The Board composition is in line with Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Main LR") that requires one-third (1/3) of the Board members to be Independent Directors to ensure independence of judgment.
The present size and composition of the Board is optimum and well balanced. As presently constituted, the Board has the stability, continuity and commitment as well as capacity to discharge its responsibilities effectively.
At the Company's level, the Executive Chairman is primarily responsible for the working of the Board and at Group level he is responsible to oversee the group's business and performance.
Decisions of the Board of Directors are based upon majority decisions and no single Board member can make decisions for and on behalf of the Board unless duly authorised by the Board of Directors. This is to ensure that no individual or small group of individuals can dominate the Board's decision making. The involvement and participation of Independent Non Executive Directors further provide an element of independent judgment to bear on the issues of strategy, performance, resources and standards of conduct in the Board's decision making and deliberation. Furthermore, the three (3) Independent Directors in effect represent minority shareholders' interests in the Company by virtue of their roles and responsibilities as Independent Directors.
During the financial year under review from 1 January 2011 to 31 December 2011, the Board met on seven (7) occasions. The Board's meeting main focus of deliberation is on financial performance and corporate developments of the Group.
Prior to each Board meeting, the Board members are given appropriate documentation in advance of each meeting. These documents include the agenda and reports covering the areas of corporate, financial and operational matters. The Board has full access to the senior management of the Group and the advice and services of the company secretary. In addition, the Directors, whether as a full board or in their individual capacity, in furtherance of their duties may seek independent professional advice at the Company's expense.
The attendance of the Directors at the Board meetings is set out in the Director's Profile, which appear on pages 18 to 21 of this Annual Report.
Appointment of Directors
The appointment of new directors is under the purview of the Nominating Committee comprised exclusively of nonexecutive directors, majority of whom are independent which is responsible for identifying and proposing new candidates for the Board and for assessing directors on an on-going basis. Any new appointment to the Board must be upon recommendation by the Nominating Committee after assessment is done with the consideration of mix skills, experiences and other qualities that the new candidate should bring to the Board. As a holding company of an insurance company, Bank Negara Malaysia's approval is sought after approval from the Board is obtained for any new appointment to the Board of the Company.
Re-election of Directors
In accordance with the Company's Articles of Association, one-third (1/3) or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting. A retiring Director is eligible for re-appointment. Article 100 of the Company's Articles of Association provides that any new or additional Director appointed by the Board during the year shall hold office until the next Annual General Meeting and shall then be eligible for re-election. The election of each Director is voted on separately
The Directors have participated in and benefitted from conferences, seminars and training programmes on areas pertinent to the enhancement of their roles and responsibilities as Directors. During the financial year ended 31 December 2011, the Directors in office had attended the following conferences, seminars and training: