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The responsibilities of the board, which should be set out in a board charter, include
management oversight, setting strategic direction premised on sustainability and
promoting ethical conduct in business dealings.
Recommendation 1.1
The board should establish clear functions reserved for the board and those delegated to
- The Board has 7 members, comprising one Executive Director, one Non-Independent
Non-Executive Director and five Independent Non-Executive Directors which are:

- The Board has a formal schedule of matters specifically reserved for its decision: Overall
strategic direction, annual operating plan, capital expenditure plan, material acquisitions
and disposals, material capital projects and the monitoring of the Groups operating and
financial performance.
- The Board meets on a quarterly basis and additionally as required. Quarterly Meetings
are scheduled in advance annually for the Directors to plan ahead of their schedules. The
Board reviews the performance of the Company and its major operating unlisted
subsidiaries, risk management and compliance reports and approves the quarterly results
1 Executive Director Tan Sri Lim Kok Thay
1 Non-Independent Non-Executive Director Mr Lim Keong Hui
5 Independent Non-Executive Directors Gen. (B) Tan Sri Mohd Zahidi Bin Hj Zainuddin
Encik Mohd Din Jusoh
Lt. Gen. (B) Dato Abdul Ghani Bin Abdullah
Mr Quah Chek Tin
Mr Ching Yew Chye

of the Group. The Board tracks the performance of the management against the annual
plan submitted for each financial year.
Recommendation 1.2
The board should establish clear roles and responsibilities in discharging its fiduciary and
leadership functions.
Reviewing and adopting a strategic plan for the Group.
Overseeing and evaluating the conduct of the Groups businesses.
Identifying principal risks and ensuring the implementation of appropriate systems to
manage these risks.
Establishing a succession plan for senior management.
Overseeing the development and implementation of a shareholder communication policy
for the Company.
Reviewing the adequacy and the integrity of the management information and internal
control system of the Group.
Formulation of corporate policies and strategies.
Approving key matters such as major investments and divestments, major acquisitions and
disposals and major capital expenditure in accordance with the limits of authority.
Recommendation 1.3
The board should formalise ethical standards through a code of conduct and ensure its
- The Director observes the Company Directors Code of Ethics established by the
Companies Commission of Malaysia (CCM) which can be viewed from CCMs website
at (Suruhanjaya Syarikat Malaysia).
Recommendation 1.4
The board should ensure that the companys strategies promote sustainability.
- The Group is committed to operating in a sustainable manner and seeks to contribute
positively to the well-being of stakeholders. A guiding principle in Genting Plantations
Berhads Corporate Responsibility statement has been setting out, which articulates their
aspiration to achieve a balanced integration of ethical, social, environmental and

economic considerations in the way to conduct the business to create sustainable long-
term value for the stakeholders. Proactive engagement and constructive programmes
initiated across the four pillars of Environment, Community, Workplace and Marketplace.
The Group continued along this path in 2012, guided by a fundamental commitment to
doing business in a responsible manner. Below are some of the examples of four pillars:
Adoption of well-established, internationally-recognised standards of operations.
A formal zero burning policy is strictly enforced, prohibiting open burning for land
clearing or any other purposes at operating units.
Participates annually in the WWFs Earth Hour event.
Developing a good rapport based on mutual trust and respect.
Regularly holds carnivals, sports tournaments and family-oriented events to strengthen
community ties.
Has a partnership with the non-profit Borneo Child Aid Society, providing funds and
assistance to build and run classrooms for underprivileged children.
To provide a working environment that is safe, healthy and conducive to continuous
employee development.
Workers are rewarded fairly based on competitive remuneration schemes.
Recreational activities such as staff trips, sports activities, celebrations of major cultural
and religious festivals, annual dinners and other events are held regularly.
Promoting responsible practices among business partners.
Good corporate governance also entails a commitment to transparency and accountability
in engaging with shareholders.
Relationships with existing and prospective investors are managed through a strategic
approach to investor relations.

Recommendation 1.5
Board should have procedures to allow its members access to information and advice.
- Notice of meetings setting out the agenda and accompanied by the relevant Board papers
are given to the Directors in sufficient time to enable the Directors to peruse, obtain
additional information and/or seek further clarification on the matters to be deliberated.
Tapping into the advancement of information technology, the Company has implemented
the delivery and supply of information for Board meetings electronically.
Recommendation 1.6
The board should ensure it is supported by a suitably qualified and competent company secretary.
- Directors have access to all information and records of the Company and also the advice
and services of the Company Secretary. The Company Secretary, Ms Loh Bee Hong, who
is qualified, experienced and competent (18 years of experiences in company secretarial
services), advises the Board on any updates relating to new statutory and regulatory
requirements pertaining to the duties and responsibilities of Directors. The Company
Secretary organises and attends all Board and Board Committee meetings and ensures
meetings are properly convened and that accurate and proper records of the proceedings
and resolutions passed are taken and maintained at the Registered Office of the Company.
Recommendation 1.7
The board should formalise, periodically review and make public its board charter.
- The Board has overall responsibility for the proper conduct of the Companys business
and has formally adopted a Board Charter in November 2012 that clearly sets out the
respective roles and responsibilities of the Board and the management to ensure
accountability. The Board Charter is made available on the Companys website and will
be periodically reviewed and updated to take into consideration the needs of the
Company as well as any development in rules and regulations that may have an impact
on the discharge of the Boards duties and responsibilities.

The board should have transparent policies and procedures that will assist in the selection
of the board members. The board should comprise members who bring value to the board
Recommendation 2.1
The board should establish a Nominating Committee which should comprise exclusively of non-
executive directors, a majority of whom must be independent.
- Since 2002, the board has established the formal board committee namely, Nomination
Committee and Remuneration Committee. Three of the five Independent Non-Executive
Directors participate in the Nomination Committee. This committee met once during the
financial year. Nomination Committee is responsible to identify and recommend to the
Board suitable candidates for appointment to the Board and Board Committees.
Recommendation 2.2
The Nominating Committee should develop, maintain and review the criteria to be used in the
recruitment process and annual assessment of directors.
- The board should have transparent policies and procedure that will assist in the selection
of the board. The members of the Nomination Committee comprising entirely
Independent Non-Executive Directors. By establishing a Nominating Committee, it will
contribute towards ensuring that board composition meets the needs of the company.
The Nomination Committee of Genting Plantations Berhad would meet up with the
potential candidates to assess their suitability based on a prescribed set of criteria. For
a.) The potential candidate are required to declare and confirm in writing their current
directorships, which he/she is not an undischarged bankrupt, or is involved in any court
proceeding by regulatory authority under any legislation.
b.) The group strictly adhered to the practice of non-discrimination of any form, whether
based on age, gender, race or religion throughout the organization.

Recommendation 2.3
The board should establish formal and transparent remuneration policies and procedures to
attract and retain directors.
- The board should comprise members who bring value to the board deliberation. The
Board agreed that ultimately the Independent Directors themselves are the best person to
determine whether they can continue to bring independent and objective judgment to
board deliberations. The board meets on a quarterly basis and additionally as required.
During the year under review, four meetings of the board were held and all Directors
have complied with the requirement in respect of board meeting attendance.
- Meanwhile, the Remuneration Committee consists of two of five Independent Non-
Executive Directors and they met three times during the financial year. The
Remuneration Committee is responsible for making recommendations to the Board on
the remuneration packages of executive director and members of the Board Committee.
The Board as a whole, determines the level of fees of non-executive Directors and
executive Directors. Directors fees are approved at the Annual General Meeting by the
shareholders. Directors do not participate in decisions regarding their own remuneration
Non-Executive Directors *
Salaries and bonuses
Defined contribution plans
Provision for retirement gratuities

Executive Director
Salaries and bonuses
Defined contribution plans
Provision for retirement gratuities

The board should have policies and procedures to ensure effectiveness of independent
Recommendation 3.1

The board should undertake an assessment of its independent directors annually.
- The Board of Genting Plantations Berhad had adopted the same criteria used in the
definition of independent directors prescribed by the Main Market Listing
Requirement (MMLR) but excluding the tenure prescribed by MCCG 2012.
Recommendation 3.2
The tenure of an independent director should not exceed a cumulative term of nine years. Upon
completion of the nine years, an independent director may continue to serve on the board subject
to the directors re-designation as a non-independent director.
- The Board assesses the independence of the Directors annually by having regard to the
criteria adopted for assessing the independence of Directors. The Board would apply
these criteria upon admission, annually and when any new interest or relationship
develops. Pursuant to the Main Market Listing Requirements, at any one time, at least
two (2) or one-third (1/3), whichever is the higher, of the Board members should
comprise Independent Directors by MMLR.
Recommendation 3.3
The board must justify and seek shareholders approval in the event it retains as an independent
director, a person who has served in that capacity for more than nine years.
- Encik Mohd Din Jusoh who has been an Independent Non-Executive Director of the
Company since 12 June 1980, will continue to be an Independent Director of the
Company, notwithstanding having served as an independent director on the Board for
more than nine years. (The Board is of the view that the ability of long serving
independent directors to remain independent and to discharge their duties with integrity

and competency should not be measured solely by tenure of service or any pre-
determined age. Therefore, the board is allow to seek shareholders approval for
independent directors after 9 years tenure to remain as an independent directors do not
arise in Genting Plantations Berhad.)

Recommendation 3.4
The positions of chairman and CEO should be held by different individuals, and the chairman
must be a non-executive member of the board.
- Chairman: Gen. (B) Tan Sri Mohd Zahidi bin Hj Zainuddin, an Independent Non-
Executive Director: Ensures the smooth and effective functioning of the Board.
- Chief Executive: Tan Sri Lim Kok Thay: Responsible for the vision and strategic
directions of the Group as well as initiating innovative ideas to create competitive edge
and development of business and corporate strategies.

Recommendation 3.5
The board must comprise a majority of independent directors where the chairman of the board is
not an independent director.
- 71% of the boards are Non-Independent Non-Executive Director which is five over


Directors should devote sufficient time to carry out their responsibilities, regularly update
their knowledge and enhance their skills.
Recommendation 4.1
The board should set out expectations on time commitment for its members and protocols for
accepting new directorships.
- Directors of Genting Plantations Berhad should devote on time commitment for its
members and exposed their sufficient to carry out their responsibilities. As evidence, all
directors member retired once in every three years, but they still can re-election. They
also subject to retirement by rotation at each annual general meeting. The chairman also
notifies all the board members before accepting directorships in public and public listed
companies incorporated in Malaysia.
Recommendation 4.2
The board should ensure its members have access to appropriate continuing education
- All the Directors should regularly update knowledge and enhance their skills through
attending themselves in courses whether in-house or external. As evidence, all the
directors have attended the Mandatory Accreditation Programme. Four out of seven
from director members also attend Seminar on the Malaysian Code on Corporate
Governance 2012, while three out of seven from director members attend Tan Sri Lim
Goh Tong Public Lecture 2012 on Macroeconomic Challenges.


The board should ensure financial statements are a reliable source of information.
Recommendation 5.1
The Audit Committee should ensure financial statements comply with applicable financial
reporting standards.
- According to this principle, the Genting Plantation Berhad had established Audit
The members of Audit Committee are:
a.) Gen.(B) Tan Sri Mohd Zahidi Bin Hj Zainuddin
b.) Encik Mohd Din Jusoh
c.) Lt. Gen. (B) Dato Abdul Ghani bin Abdullah
d.) Mr Quah Chek Tin
e.) Mr Ching Yew Chye
- The Audit Committee is require to ensure financial statements are reliable. Therefore, a
statement on Directors responsibility was made in accordance with a solution of the
Board dated 27 February 2013 in Page 122 in annual report. The statement stated the
Directors of Genting Plantations Berhad had to make sure all the financial statements
follow the Financial Reporting Standards and reviewed the accounting policies and
practices. Moreover, the statement stated the Directors have relied on the systems of risk
management and internal control to ensure that the information generated for the
preparation of the financial statements from the underlying accounting records is
accurate and reliable.
- Additionally, Tan Wee Kok, as the Chief Financial Officer had made a declaration that
all the financial statements are true and by virtue of the provisions of the Statutory
Declarations Act, 1960 in Page 122 in annual report.

Recommendation 5.2
The Audit Committee should have policies and procedures to assess the suitability and
independence of external auditors.
- The Audit Committee also had to assess the suitability and Independence of External
Auditors. The external auditors of Genting Plantation Berhad named
PricewaterhouseCoopers. The external auditors had attended the Audit Committee
meetings for presenting their audit plan and comments on the audited financial
statements. The external auditors had disclosed their reports in page 123-124 in annual
- The Audit Committee had to review the external auditors comments and reports for re-
appointment on following years. The external auditors had provided a confirmation to
the Audit Committee for their independence and conduct the audit engagement in
accordance with the term of all relevant professional and regulatory requirements. With
this confirmation, the Audit Committee can rely on the external auditors independence.


The board should establish a sound risk management framework and internal controls
Recommendation 6.1
The board should establish a sound framework to manage risks.
- The Board is responsible for the Groups risk management framework and system of
internal control and for reviewing their adequacy and integrity. While acknowledging
their responsibility for the system of internal control, the Directors are aware that such a
system is designed to manage rather than eliminate risks and therefore cannot provide an
absolute assurance against material misstatement or loss.
Recommendation 6.2
The board should establish an internal audit function which reports directly to the Audit
- To assist the Board in maintaining a sound system of internal control for the purposes of
safeguarding shareholders investment and the Groups assets, the Group has in place,
an adequately resourced internal audit department. The activities of this department
which reports regularly to the Audit Committee provide the Board with much of the
assurance it requires regarding the adequacy and integrity of the system of internal
control. As proper risk management is a significant component of a sound system of
internal control, the Group has also put in place a risk management process to help the
Board in identifying, evaluating and managing risks. The implementation and
maintenance of the risk management process is carried out by the Risk and Business
Continuity Management Committee of the Company.
- Regarding of Genting Plantations Berhad internal control system, it is designed to
manage rather than eliminate risks. The Board and the Audit Committee meet at least
every quarter to discuss matters raised by management, internal audit and the external
auditors on business and operational matters including potential risks and control issues.

The Board has delegated the responsibilities to relevant committees established by the
Board to implement and monitor the Boards policies on control. Those requiring the
Boards approval are documented and designed to ensure accountability and
responsibility. Furthermore, internal procedures and policies are documented in manuals,
which are reviewed and revised periodically to meet changing business, operational
requirements and statutory reporting needs. Performance and cash flow reports are
provided to the Management and EXCO to facilitate review and monitoring of the
financial performance and cash flow position. Business or operating units present their
annual budget, which includes the financial and operating targets, capital expenditure
proposals and performance indicators for approval by the EXCO. A half yearly review
of the annual budget is undertaken by the Management to identify and where appropriate,
to address significant variances from the said budget.


Companies should establish corporate disclosure policies and procedures to ensure
comprehensive, accurate and timely disclosures.
Recommendation 7.1
The board should ensure the company has appropriate corporate disclosure policies and
- The Board observes the Corporate Disclosure Guide issued by the Bursa Securities
which can be viewed from Bursa Securities website at as well
as adhering to and complying with the disclosure requirements of the MMLR.
- The disclosure policies and procedure must be accurate. Five Independent Non-
Executive Directors had provided an annual confirmation of his independence to the
Board based on its policy on criteria in line with prescribed by the MMLR.
- The Group acknowledges the importance of timely and equal dissemination of material
information to the shareholders, investors and public at large. The Company holds
separate quarterly briefings for fund managers, institutional investors and investment
analysts after each quarters announcement.
Recommendation 7.2
The board should encourage the company to leverage on information technology for effective
dissemination of information.
- The Group maintains a corporate website at which
provides information relating to annual reports, press releases, quarterly results,
announcements and investor presentations. In line with the MCCG 2012, the Board
Charter, Memorandum and Articles of Association of the Company and other relevant
and related documents or reports relating to Corporate Governance would be made
available on the aforesaid website.


From the MCCG 2012, the board should strengthen the relationship between company
and shareholders in principle 8. Strengthen here means the board reinforce the stronger
connection between company and shareholder in order to increase their understanding
towards the company. This is because shareholders known as company owners. They
have the potential to get the profit if the company does well, but it is also comes with the
potential to lose if the company does poorly on their governance. Usually, shareholders
do not play a major role in running the company. The board of directors and executive
management will perform that function. The right of shareholders including attend the
corporations annual meeting to learn about the companys performance, vote on who sits
on the board of directors and others. They can also listen to the meeting electronically via
conference call and vote by proxy through the mail or online. Besides that, shareholders
help to consult the companys corporate governance policies.

Recommendation 8.1
The board should take reasonable steps to encourage shareholder participation at general
meetings from the recommendation 8.1 in MCCG 2012. They can inform their shareholders to
attend the company general meeting through a phone call or
- As a guide, Genting Plantations Berhad is therefore, has involved the participation with
shareholders in the Companys Annual General Meeting. This is because the board
should cooperate with the company to disclose all relevant information to shareholders
to enable them to exercise their rights. The current minimum notice period for notices of
meetings is as prescribed in procedure for dealings under chapter 14 of Main Market
Listing Requirements (MMLR) and the Board is of the view that it is adequate. However,
the board notes the recommendation of the MCCG 2012 to serve notices for meetings
earlier than the minimum notice period and will endeavour to meet this recommendation
for future meetings.


Recommendation 8.2
The board should encourage poll voting.
- The rights of shareholders in the company including the right to demand for a poll are
found in the Articles of Association of the Company and a copy has been made available
on the Companys website. Poll voting is vote by the owners directed by the Chair of the
Board of the meeting and usually involves each entitled owner to vote as per their share
of the unit factors. At the Thirty- Fourth Annual General Meeting of the Company held
on 12 June 2012, the Chairman had notified the shareholders of their right to demand a
poll vote at the commencement of the Annual General Meeting. The Board has taken the
requisite steps to look into adopting electronic voting to facilitate greater shareholder
participation at general meetings. The Board also has to ensure accurate and efficient
outcomes of the voting process.

Recommendation 8.3
The board should promote effective communication and proactive engagements with
- Board members and senior management are encouraged to have constructive
engagements with shareholders about performance, corporate governance, and other
matters affecting shareholders interests. For this reason, shareholders are encouraged to
participate in the proceedings and ask questions about the resolutions being proposed
and the operations of the Group. The Board has identified Encik Mohd Din Jusoh with
email address of to which concerns may be conveyed. Direct
engagement with shareholders helps to provide a greater appreciation of the companys
objectives, quality of its management and challenges, and also making the company
aware of their shareholders expectations and concerns.