Corporate Governance Statement 2016 Print E-mail
Investor Relations - Corporate Governance
Introduction And Objective

The Board of Directors (“Board”) recognizes the importance of good corporate governance and is committed to practice the highest standards in corporate governance throughout the Group. Such commitment is based on the belief that a strong culture of good corporate governance practices is fundamental towards enhancing long term shareholders’ value, increasing investors’ confidence and protecting stakeholders’ interests.

The Board supports the Group’s adoption of best practices as propounded by the Malaysian Code on Corporate Governance 2012 (“the Code”) which sets out broad principles and specific recommendations to promote and cultivatea strong culture of good corporate governance at all levels of the Group’s businesses. The Board will continue to review and enhance the Group’s corporate governance framework to ensure its relevance and ability in meeting future challenges and to establish long term sustainable shareholders’ value.

This statement demonstrates the Board’s commitment in sustaining high standards of corporate governance and outlines how the Group has complied with the principles set out in the Code with regards to the recommendations stated under each principle for the year under review.

The Group’s Governance Model




Board Composition and Balance

The Board provides entrepreneurial leadership of the Group and is collectively responsible for setting policies, which ensure that the Group’s objective and performance targets are met. The Board is composed of 2 Executive Directors, 4 Independent Non-Executive Directors and 4 Non-Independent Non-Executive Directors. This Board is of the opinion that the composition is balanced and in compliance with Bursa Malaysia Securities Berhad (“Bursa Malaysia”) Main Market Listing Requirements (“Main Market LR”).

The Board composition of Executive Directors and Non-Executive Directors including the Independent Non-Executive Directors, allows for independent judgement and viewpoints on the various issues for the Board’s decision making. Together, the Directors are able to bring wide and varied legal, financial, technical and commercial experience to the Board and Committee deliberations.

There is a division of functions between the Board and the Management, whereby the former’s focus lie more on the Company’s governance; the latter on management in accordance with the direction of and delegation by the Board. Thus, the Board leads the Group and plays a strategic role in overseeing the overall activities of the Management in carrying out the delegated duties in achieving the Group’s corporate objectives and long term strategic plans of the business.

Board Duties and Responsibilities

GTB is led and managed by an experienced Board with a wide and varied range of expertise to provide the Group with both strategic and operational directions. With the Board broad spectrum of skills, experience and knowledge, the Board provides sound advice and judgment for the benefit of the Group and Company.

The Directors recognize the key role they plan in charting the strategy direction, development and control of the Group and Company. The principal responsibilities of the Board include the following:-

  • Reviewing and adopting strategic plan for the Group and Company.
  • The Board will deliberate and approve any of the management’s proposal on strategic plan for the Group. As the non-executive members are not involved in the day-to-day management of the Company’s business, it is able to bring out objective judgments and advice, and ensure the management has taken into account all appropriate considerations in establishing any strategic plans for the Group and Company.
  • Approving the Group’s annual budget and carrying out periodic review of the achievements by the various operating subsidiaries against their respective business targets.
  • Overseeing of the Group’s business operations and financial performance.
  • Ensuring that the operating infrastructure, systems of control, systems for risk identification and management, financial and operational controls, are in place and properly implemented.
  • Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures.
  • Reviewing, assessing and ensuring all candidates appointed to Senior Management positions are of sufficient calibre, to provide for the orderly succession of Senior Management.
  • Reviewing potential candidates for the Board positions through the Nomination Committee to ensure efficient succession planning and continuity of the vision and mission of the Group
  • Delegating appropriate powers to the Executive Chairman and Chief Executive Officer (CEO), Management and Committees to ensure the effective day to day management of the business, and monitoring the exercise of these powers.
  • Undertaking various functions and responsibilities as required from time to time.

Codes and Policies

Principles of Business Conduct

The Board is committed to upholding the highest form of corporate governance, values and integrity in all its business transactions. The Principles of Business Conduct sets out the ethical standards and appropriate conduct at work adopted by the Group and is applicable to the Board / Directors and all employees in the Group.

The details of the Principles of Business Conduct is available for reference at the Company’s website

Whistleblowing Policy

In adhering to good corporate governance practices and with the introduction of the Whistleblower Protection Act 2010, the Board has put in place an avenue for employees and stakeholders to report genuine concerns about unethical behavior, malpractices, illegal acts or failure to comply with regulatory requirements without fear of reprisal.

The details of the Whistleblowing Policy is available for reference at the Company’s website

Sustainability of Business

The Board believes that doing business in a sustainable manner goes hand-in-hand with corporate responsibility and both are integral to generate and sustain short and long term value for its stakeholders. As such, the Board is committed to promote business sustainability strategies via continuous balanced assessment and development of its operations, whilst simultaneously conserving and improving the natural environment, and uplifting the socio-economic conditions of its employees and local communities. The sustainable development and corporate social responsibility programs of the Group are disclosed in pages 25 to 27 of the Annual Report.

Supply of Information to Board Members

Board Meetings are structured with a pre-set agenda which encompasses all aspects of matters under discussion. This is to enable the Directors to look at both qualitative and quantitative factors so that informed decisions are made. Board papers for the Agenda are circulated to Directors not less than 4 days before the meeting date to give Directors time to deliberate on the issues to be raised at the meeting. All proceedings of Board Meetings are minuted and signed by the Chairman of the Meeting in accordance with the provision of the Companies Act, 1965. Minutes of meetings of each committee are also circulated to the Board Members for review.

Access to Information and Professional Advice

All Directors have unrestricted access to all information within the Group as supplied by the Company’s Senior Management in a timely manner in order for the Board to discharge its responsibilities. During the meetings, the Management provides further advice, detailed information and clarification on any issues raised by the Directors.

All Directors have full access to the advice and services of the Company Secretaries who advise the Board on the compliance with the relevant laws, regulations and regulatory requirements. The Company Secretaries, who are suitably qualified, experienced and competent, are responsible to provide clear and professional advice to the Board of all governance and regulatory matters on a regular basis. Apart from playing an active role in advising the Board on governance and regulatory matters, the Company Secretaries also attend all Board meetings and ensure that all Directors receive timely, clear and concise information in advance prior to the scheduled meetings.

The Board may also obtain independent professional advice at the Company’s expense in furtherance of its duties. Wherever necessary, professional advisers and experts are invited to brief the Board on their areas of expertise, provide further information and respond directly to Directors’ queries.

Board Charter

The Board has adopted a Board Charter which sets out the principal functions, composition, roles and responsibilities of the Board and also the functions and responsibilities delegated to the Board Committees as well as to the Management of GTB and its Group. The Board Charter is a source reference and primary induction literature, providing insights to prospective Board members and senior management. Therefore, the Board Charter is reviewed periodically and updated in accordance with the needs of the Company to ensure its effectiveness. A summary of the current Board Charter (last reviewed in 2016) is published on Company’s website,


The Board is satisfied with its current composition which comprises of a balanced mix of skills, knowledge and experience in the business and management fields which are relevant to enable the Board to carry out its responsibilities effectively.

In discharging its duties the Board is assisted by Board Committees, namely the Audit and Risk Management Committee, Nomination Committee, Remuneration Committee and ESOS Committee. Each committee operates within its respective defined Terms of Reference (“TOR”) which have been approved by the Board.

The Board and its respective Committee periodically review and assess their respective TORs to ensure the TORs remain relevant, adequate and concise in governing the functions and responsibilities of the Committee and reflect the latest developments in the Main Market LR of Bursa Malaysia and the Code.


Audit and Risk Management Committee (“ARMC”)

The composition and TOR of this Committee together with its report are presented on pages 20 to 24 of the Annual Report.

Nomination Committee (“NC”)

The NC assists the Board in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company.

The NC comprises three Non-Executive Directors, the majority of whom are Independent. The NC members and details of attendance of each member at the NC meeting held during the year are as follows:

Composition of Nomination Committee Number of Meetings
Held Attended
Dato’ Iskandar Mizal bin Mahmood
Chairman/Independent Non-Executive Director
2 2
Dato’ Syed Mohamad bin Syed Murtaza
Independent Non-Executive Director
2 2
Dato’ Ng Kweng Moh
Non-Independent Non-Executive Director
2 2

The NC continually reviews and evaluates its requirements for an appropriate mix of skills and experience to ensure the Board’s composition remains relevant and optimal. The NC confirms that the present size and composition of the Board is appropriate to oversee the overall business of the Group. The Committee meets when necessary.

A summary of activities undertaken by the NC in the discharge of its duties for the financial year ended 31 December 2016 is set out here below:-

  • Reviewed the profile and nomination of new Board member;
  • Assessed the suitability of nominated candidate based on his professional qualifications and proven track record of integrity, ability and reliability in the corporate sectors, and recommended to the Board his appointment as a Non-Independent Non-Executive Director;
  • Reviewed and approved the orientation programme for the new Director;
  • Reviewed and made recommendations to the Board for its approval, regarding the Directors who are seeking re-election
    and re-appointment at the forthcoming Annual General Meeting (“AGM”);
  • Reviewed the composition of the Board based on the required mix of skills, experience and other qualities of the Board;
  • Reviewed the composition of the Board Committees based on their compliances with the provisions of the regulations;
  • Evaluated the size of the Board to ensure that the Board had the requisite competencies and capacity to effectively handle
    all matters pertaining to the Group;
  • Assessed the overall Board and its Committees’ performance and effectiveness as a whole;
  • Reviewed and assessed the independence of Independent Non-Executive Directors and their tenure of service;
  • Reviewed the training programmes for the Board;
  • Assessed Directors’ training needs to ensure all Directors receive appropriate continuous training programmes; and
  • Reviewed and assessed the term of office and performance of the ARMC and each of its members.

Board Nomination and Recruitment Criteria

The NC is responsible for considering and making recommendations to the Board candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies or diversity gap that has been identified. Candidates may be proposed by any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. In assessing the suitability of a candidate, the NC will take into consideration the candidate’s skills, knowledge, expertise, competence and experience, time commitment, character, professionalism and integrity. For the position of independent non-executive director, the NC will evaluate the candidate’s ability to discharge such responsibilities as expected from an independent non-executive director. Recruitment matters are discussed by the Committee before the entire Board makes the final decision on new appointments.

Following the cessation of the late Mr. Ng Kok Kee in year 2015, the NC was tasked with assessing and recommending to the Board the appointment of a new non-independent non-executive director. The NC assisted in identifying the right candidate with the necessary skills, experience and competences to be filled in the Board and Board Committees. It was proposed that Mr Ng Kok Chin’s name be put forward to the NC for evaluation on his suitability. The NC evaluated Mr Ng Kok Chin’s background, skill, knowledge, expertise, experience, character and time commitments of these roles. Having completed this process, the NC was confident that Mr Ng Kok Chin would be the right fit and recommended his candidacy to the Board.

Re-Appointment and Re-Election of Directors

Re-appointment and re-election of Directors at the AGM are recommended by NC to the Board for its approval.

In accordance with the Company’s Articles of Association (“Constitution”), all Directors are subject to retire by rotation at least once every 3 years. The Directors due to retire at the forthcoming AGM are shown in the Notice of Meeting (Ordinary Resolutions 1 to 2 on page 125).

The Company’s Constitution also provides that any Director appointed during the year is subject to retire and seek reelection by the shareholders at the forthcoming AGM immediately after his/her appointment. The Director due to retire at the forthcoming AGM is shown in the Notice of Meeting (Ordinary Resolution 3 on page 125).

There is no age limit to act as directors in a public company pursuant to the Companies Act, 2016 which came in force on 31 January 2017. In this respect, Dato’ Ng Kweng Moh, aged above 70 who was re-appointed pursuant to Section 129 of the Companies Act, 1965 at the last Annual General Meeting of the Company, his term in office will end at the conclusion of the forthcoming Annual General Meeting of the Company to be held on 04 May 2017. The Director due to be re-appointed at the forthcoming AGM is shown in the Notice of Meeting (Ordinary Resolution 4 on page 125).

Board Assessment

The NC assessed the Board effectiveness as a whole by completing the questionnaires or evaluation forms annually. In evaluating the effectiveness of the Board, several areas were reviewed including the composition, degree of independence, right mix of expertise, experience and skills, quality of information, decision making and boardroom activities. Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference annually.

The NC also assess and ensure all Directors receive appropriate continuous training programs in order to broaden their perspectives and to keep abreast with developments in the market place and with changes in new statutory and regulatory requirements.

Board Diversity

The Board acknowledges the importance of boardroom diversity and the recommendation of the Code pertaining to the establishment of a gender diversity policy. Hence, the Board had always been in support of a policy of nondiscrimination on the basis of race, religion and gender. The Board encourages a dynamic and diverse composition by nurturing suitable and potential candidates equipped with the competency, skills, experience, character, time commitment, integrity and other qualities in meeting the future needs of the Company.

Although the Board has not set any policy on gender diversity, the Board is continuously working towards boardroom diversity to create a diverse Board with the necessary strength, experience and skills to meet the needs of the Company. On this note, the appointment of Ms. Lam Voon Kean on 15 May 2013 as a Director demonstrated that the Board recognised the value and contribution of lady members on the Board.

Remuneration Committee

The Remuneration Committee members and details of attendance of each member at the Remuneration Committee meeting held during the year are as follows:

Composition of Remuneration Committee Number of Meetings
Held Attended
Mr. Yeow Teck Chai
Chairman/Independent Non-Executive Director
1 1
Dato’ Iskandar Mizal bin Mahmood
Independent Non-Executive Director
1 1
Mr. Ng Kweng Chong
Non-Independent Executive Director
1 1

The Remuneration Committee is responsible for recommending to the Board the remuneration framework for Directors as well as the remuneration packages of Executive Directors. The policy practiced on Directors’ remuneration by the Remuneration Committee is to provide the remuneration packages needed to attract, retain and motivate Directors of the quality required to manage the business of the Group and to align the interest of the Directors with those of the shareholders.

Information prepared by independent consultants and survey data on the remuneration practices of comparable companies are taken into consideration in determining the remuneration packages for Executive and Non-Executive Directors.

None of the Executive Directors participated in any way in determining their individual remuneration. Executive Directors’ remunerations are linked to their respective performance and subject to the approval of the Board.

The Board as a whole determines the fees for the services of Non-Executive Directors, on the recommendation of the Remuneration Committee once every 2 years and subject to the approval of shareholders in the AGM. The Committee meets when necessary.

Directors’ Remuneration

The Company’s framework on Directors’ remuneration has the underlying objectives of attracting and retaining the Directors of high caliber needed to run the Group successfully. In the case of the Executive Directors, the various components of the remuneration are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the expertise, experience and level of responsibilities undertaken by a particular Non-Executive Director concerned. Where applicable, the Board also takes into consideration any relevant information provided by independent consultants or from survey data.

The Non-Executive Directors are paid a meeting allowance for each Board meeting they attend. Similarly, members of Board Committees are also paid a meeting allowance for each Committee meeting they attend.

The appropriate Directors’ remuneration paid or payable or otherwise made available from the Company and its subsidiaries for the financial year under review are presented in the table below:

a) Aggregate remuneration of Directors categorized into appropriate components:-

Fees Group
Fees Company
Salaries *
Bonus *
Benefits-In-Kind *
Other Emoluments *
Executive Directors 190 - 3,355 3,149 29 1,494
Non-Executive Directors 891 558 - - - -
Total 1,081 558 3,355 3,149 29 1,494

* Paid by the Group

b) The number of Directors of the Company whose total remuneration falls within the following bands:

Number of Directors
Range of Remuneration Executive Non-Executive
RM 80,001 to RM 130,000 - 8
RM 2,450,001 to RM 2,500,000 1 -
RM 4,300,001 to RM 4,350,000 1 -

Details of the Directors’ remuneration are set out in applicable bands of RM50,000 which comply with the Bursa Malaysia Main Market LR.

Employee Share Options Scheme (“ESOS”) Committee

The ESOS Committee members and details of attendance of each member at the Remuneration Committee meeting held during the year are as follows:

Composition of ESOS Committee Number of Meetings
Held Attended
Ms. Lam Voon Kean
Chairwomen/Independent Non-Executive Director
2 2
Dato’ Syed Mohamad bin Syed Murtaza
Independent Non-Executive Director
2 2
Mr. Ng Kok Khuan
Non-Independent Non-Executive Director
2 2

This Committee has the power to administer the ESOS in such manner as it shall in its discretion deem fit; including such powers and duties conferred upon it under the By-Laws of the ESOS. The Committee ensures that the ESOS Scheme and its relevant allocation is administered in accordance with the By-Laws. The Committee meets when necessary.


Assessment of Independent Directors

The Board recognises the importance of independence and objectivity in the decision-making process. The Board and its NC assessed the independence of the four (4) Independent Non-Executive Directors based on the criteria prescribed under the Main Market LR in which an Independent Director should be independent and free from any business or other relationship which could interfere with the exercise of independent judgement, or the ability to act in the best interest of the Company.

The Board and its NC have upon their annual assessment, concluded that the independence criteria as set out in the Main Market LR have been fulfilled by each of the four (4) Independent Non-Executive Directors and each of them continues to demonstrate intrinsic independent values, conducts and behaviour that are essential indicators of independence.

Tenure of Independent Directors

The Board is aware that the tenure of an independent director should not exceed a cumulative term of nine (9) years as recommended by the Code. Upon completion of the nine (9) years, an independent director may continue to serve on the Board as a non-independent director. In the event the Board wishes to retain such director as an independent director, the Board will justify and seek shareholders’ approval.

The Board is adopting the best practice as propounded by the Code, which set the tenure of the independent directors to be capped at nine (9) years. None of the Independent Directors has served a cumulative term exceeding nine years as recommended by the Code.

Composition of the Board

There are 10 members on the Board that consists of 2 Executive Directors and 8 Non-Executive Directors. 4 of the members are Independent Directors who are essential in providing unbiased and independent opinion, advice and judgement and thus play a role in corporate accountability. All Independent Directors act independently and are not involved in any other relationship with the Group that may impair their independent judgement and decision making.


The Board recognizes the need for the Directors to spend sufficient time and efforts in carrying out their responsibilities, thus each Director is expected to commit sufficient time in attending meetings for the Board, Board Committees as well as external trainings to enhance their professional skills.

Each Director is expected to achieve at least 50% attendance of total Board meetings in any applicable financial year with appropriate leave of absence be notified to the Chairman and/or the Company Secretaries, where applicable.

Any Director while holding office, is allowed to accept other Board appointment(s) in other companies so long as the appointment is not in conflict with the Company’s business and does not affect the discharge of his/her duty as a Director of the Company. Prior to the acceptance of new Board appointment(s) in other companies, the Directors are to notify the Chairman and/or the Company Secretaries in writing. The said notification should include an indication of time that will be spent on the new appointment.

Board Meetings

The Board meets on a scheduled basis (at least 5 times a year) and has formal schedule of matters reserved for its meetings. Additional meetings may be convened when necessary should major issues arise that need to be resolved between scheduled meetings. Relevant management personnel are invited to Board meetings to report and apprise the Board on operations and other developments within their respective purview.

Where the Board is considering a matter in which a Director has an interest, such Director will abstain from all deliberations and decision making on the subject matter. In the event any Directors are unable to attend Board meetings physically, the Company’s Constitution allow for such meetings to be conducted via telephone, video conference or any other form of electronic communication.

For the financial year ended 31 December 2016, five (5) Board meetings were held.

Details of each Director’s meeting attendances during the financial year are as follows: -

Number of Meetings
Held Attended
Ng Kweng Chong 5 5
Dato’ Heng Huck Lee 5 5
Dato’ Syed Mohamad Bin Syed Murtaza 5 5
Dato’ Norhalim bin Yunus 5 5
Dato‘ Iskandar Mizal Bin Mahmood 5 5
Dato’ Ng Kweng Moh 5 5
Yeow Teck Chai 5 5
Ng Kok Khuan 5 5
Ng Kok Chin (Appointed on 15 June 2016) 3 3

The NC oversees the training needs of its Directors. Directors are regularly updated on the Group’s businesses and the competitive and regulatory environment in which they operate. Directors, especially newly appointed ones, are encouraged to visit the Group’s operating centre to have an insight on the Group’s various operations which would assist the Board to make effective decisions relating to the Group.

All Directors had completed the Mandatory Accreditation Program prescribed by Bursa Malaysia. Directors are also encouraged to attend various external professional programs relevant and useful in contributing to the effective discharge of their duties as Directors.

For the year under review, the Directors attended the following conference seminars and training programs:-

Name of Director Conference/Seminar/Workshop Presenter/Organiser Date
Mr. Michael Ng Kweng
New and Revised Auditor Reporting Standards

Amendments to Bursa Listing Requirements

Companies Bill 2015

Malaysian Code on Corporate Governance
2016 - Public Consultation Paper

Sustainability Statement 2017








Dato’ Heng Huck Lee
“The CEO Speaks…” on Automation in Smart Manufacturing

Penang SME Seminar 2016 and session on
“Preparing SMEs for Medical Devices Supply Chain”

Industry Advisor Day :FORUM: Today’s
Business Challenges and Issues of Talent
Invest Penang

Penang Industry Advisory Panel(PIAP)
Penang Services Advisory Panel(PSAP)

Universiti Tunku Abdul
Rahman Faculty of Business &
Finance, Kampar Perak


Dato’ Syed Mohamad
Bin Syed Murtaza
Official Launch of World Bank Group
Knowledge and Research Hub

2016 Continuing Education Programme

Fraud Risk Management 2016

The New Companies Act 2016 - Revamp
Towards Modernization

Revised Auditor Reporting Standard – Double
Edge Sword
World Bank

Corporatenet Sdn Bhd

Malaysian Institute of
Corporate Governance (MICG)

Small and Medium
Enterprises Association (SAMENTA)





Dato’ Ng Kweng Moh
New and Revised Auditor Reporting Standards

Amendments to Bursa Listing Requirements

Companies Bill 2015

Malaysian Code on Corporate Governance
2016 - Public Consultation Paper

Sustainability Statement 2017








Dato’ Norhalim Bin Yunus
SEALA Small Group Discussion for SEALA Workshop

Annual National Seminar on Directors
Duties, Governance

Micro, Small and Medium Enterprises (MSME)

9th QS World Class : UTM-MTDC Strategic
Alliance to Accelerate Innovation and

Listed Company Director Essentials:
Understanding the Regulatory Environment
in Singapore - What Every Director Ought to Know

12th WIEF - Decentralising Growth,
Empowering Future Business

33rd International Association of Science Parks
(IASP) World Conference, Moscow
St Petersburg International Innovation Forum

20th Annual Conference of Asian Science Park
Association (ASPA 2016)
South East Asia Leadership Academy (SEALA)


Council for Islamics Banks
(CIBAFI) and Islamic Development
Bank (IDB)

QS World Class

Singapore Institute of Directors (SID)

World Islamic Economic Forum

International Association of Science
Parks and Areas of Innovation

Annual Conference of Asian Science Park
Association (ASPA)
20 - 22 Jan 16

26 - 27 Jan 16

13 - 14 Mar 16



2 – 4 Aug 16

19 - 22 Sep 16

19 - 22 Oct 16
Dato’ Iskandar Mizal
Bin Mahmood
Sustainability Engagement Series – program
customised for Directors/CEOs of listed issuers
Bursa Malaysia 1-Jun-16
Mr. Yeow Teck Chai
Finance for Non Finance Institute of Internal Auditors

Sustainability Engagement Series For Directors/CEOs

A Director’s Guide to Fraud and Corruption Risks

Risk Management Training for Directors
Lion Corporation

Bursa Malaysia

Bursa Malaysia

Bursa Malaysia



Mr. Ng Kok Khuan
New and Revised Auditor Reporting Standards

Amendments to Bursa Listing Requirements

Companies Bill 2015

Malaysian Code on Corporate Governance
2016 - Public Consultation Paper

Sustainability Statement 2017








Ms. Lam Voon Kean
Risk Management Internal Control:
Workshop for Audit Committee Members –“An
Integrated Assurance on Risk Management
and Internal Control – Is Our Line of Defence
Adequate and Effective?”

Limited Liability Partnership (LLP) with Tax
Issues and Companies Bill 2015 Briefing


KPMG in Malaysia Tax Summit 2016

WIM Conference on Integrity and Governance For 
Company Directors and Senior Management
Officers in Public and Private Sectors
Bursa Malaysia

Malaysian Institute of
Accountant (MIA)



Women’s Institute of





21 - 22 Nov 16
Mr. Ng Kok Chin
Mandatory Accreditation Programme (MAP) for
Directors of Public Listed Companies

Companies Bill 2015

Malaysian Code on Corporate Governance
2016 - Public Consultation Paper

Sustainability Statement 2017

Amendments to Bursa Malaysia’s Listing Requirements
- With Latest Cases On Directors Duties
Bursatra Sdn Bhd




Bursatra Sdn Bhd
13 - 14 Jul 16






Financial Reporting

The Board is responsible for ensuring that the quarterly and annual audited financial statements of the Group present a true and fair view and assessment of the Group and Company’s financial position, performance and prospects and comply with applicable financial reporting standards.

The ARMC assists the Board in reviewing and scrutinizing the information in terms of accuracy, adequacy, transparency and completeness for disclosure to ensure reliability and compliance with applicable financial reporting standards. The ARMC reviewed the quarterly and annual audited financial statements of the Group prior to recommendation of the same to the Board for approval and submission to Bursa Malaysia.

Directors’ Responsibility Statement

In respect of the preparation of the audited financial statements, the Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and Group and their results and cash flows for that year. In preparing the financial statements for the financial year ended 31 December 2016, the Directors have:

  • Used appropriate accounting policies and applied them consistently;
  • Made judgements and estimates that are reasonable and prudent; and
  • Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Directors are responsible for ensuring that proper accounting records are kept and which disclose with reasonable accuracy the financial position of the Company and Group to enable them to ensure that the financial statements comply with the Companies Act, 1965. They have an overall responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company, to prevent and detect fraud and other irregularities.

Suitability and Independence of External Auditors

The Group’s independent external auditors fill an essential role by enhancing the reliability of the Group and Company’s annual audited financial statements and giving assurance to stakeholders of the reliability of the annual audited financial statements.

The external auditors have an obligation to bring any significant defects in the Company’s system of control and compliance to the attention of the Management; and if necessary, to the ARMC and the Board. The ARMC without the presence of Executive Board members and Management also meets with the external auditors at least twice during each financial year to exchange free and honest views on issues which the external auditors may wish to discuss in relation to their audit and findings. Through the ARMC, the Company has established a transparent and professional relationship with the external auditors.

The Malaysian Institute of Accountants (“MIA”) had regulated that there should be a mandatory rotation of the key audit partner for the audit of listed companies after a period of not more than five years. The audit partner rotating after such period should not resume audit engagement partner role for the audit client until two years have elapsed. Currently, our external auditor rotates its audit partner responsible for the engagement every five years with the main objective to enhance auditor independence. The current lead partner started her term of office in the financial year 2014.

The suitability and independence of external auditors are consistently reviewed by ARMC. The review process covers the assessment and evaluation of their performance, quality of work, non-audit services provided and timeliness of services deliverables. The ARMC also monitors the independence and qualification of external auditors and obtains written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

A summary of the work of the ARMC during the year under review is set out on page 22 and 23 of the Annual Report.


Sound Risk Management Framework

The Board assumes responsibility for the effective stewardship and management of the Company with the strategic objective to build and deliver long-term shareholder value whilst meeting the interests of shareholders and stakeholders.

The Board provides strategic direction and formulates appropriate corporate policies to ensure the Group’s resources and profitability are optimized. The Board is also responsible for assessing the integrity of the Group’s financial information and the adequacy and effectiveness of the Group’s internal control and risk management processes.

Internal Audit Function

The Board recognizes the importance of risk management and internal controls in the overall management process. The Group’s Statement on Risk Management and Internal Control which provides an overview of the Group’s risk management and state of internal controls is set out on pages 41 and 42 of the Annual Report.


Corporate Disclosure Policy

The Company is committed to a policy which provides accurate, balanced, clear, timely and complete disclosure of corporate information to enable informed and orderly market decisions by investors. In this respect, the Company follows the Corporate Disclosure Guide and Best Practices as proposed by Bursa Malaysia.

Material information will in all cases be disseminated broadly and publicly via Bursa Malaysia, and other means. Copies of the full announcement are supplied to the shareholders and members of the public upon request. Interested parties can also obtain the full financial results and the Company’s announcements from the Company’s website at www. and also the Bursa Malaysia’s website.


GTB values good communications with shareholders and investors. Its commitment, both in principle and practice, is to maximize transparency consistent with good governance, except where commercial confidentiality dictates otherwise.

Annual General Meetings (“AGM”)

The AGM is the principal forum for dialogue and interaction with the shareholders of the Company. The Board encourages shareholders’ active participation at the Company’s AGM and endeavours to ensure all Board Members, Senior Management and the Group’s External Auditors are in attendance to respond to shareholders’ enquiries. At the AGM, the Board presents the performance of the Group as contained in the Annual Report and shareholders present are given the opportunity to present their views or to seek more information. Press interviews are done after the AGM where the Board members / CEO answer questions in relation to the Group’s operations and prospects.

Resolutions tabled and passed at the AGM are released to Bursa Malaysia on the same day. Pursuant to Paragraph 8.29A(1) of the Main Market LR, voting of all resolutions for AGM from 1 July 2016 onwards shall be conducted by poll.

Annual Report

The Company has consistently published its Annual Report in a timely manner that enables the shareholders to review it prior to AGM. The Notice of AGM with a softcopy of the Annual Report (CD-ROM) which contains comprehensive reports on Group’s financial performance, insights, outlooks and directions is circulated at least 21 days prior to the AGM, The full version of the Annual Report is available online at the Group’s website, and a printed full version will be provided to shareholders upon request within 4 market days.

Investor Relations

The Board recognizes the importance of keeping shareholders and investors informed of the Group’s businesses and corporate developments. The Board’s primary contact with major shareholders is via the Chief Financial Officer and Corporate Director, who have regular dialogue with institutional investors and deliver presentations to analysts and fund investors periodically.

For the financial year ended 31 December 2016, the management held and/or attended four strategic & successful offshore road-shows / investors meeting and conducted more than thirty meetings with fund managers and investment bankers in Hong Kong, Singapore, Tokyo, Kuala Lumpur and Penang.

The Group’s website, also serves as a forum to communicate with shareholders and investors and to provide information on the Group’s business activities. Information such as disclosures made to Bursa Malaysia (including interim and full year financial results, Annual Report and other announcements on relevant transactions undertaken by the Group) and the Group’s business activities can be obtained from the website. Requests for information on the Company can be forwarded to the same website.

Announcements made by the Company to Bursa Malaysia are also accessible from

As there may be instances where investors and shareholders may prefer to express their concerns to an independent director, the Board has appointed Dato’ Syed Mohamad Bin Syed Murtaza as the Independent Non-Executive Director to whom concerns may be directed. At all times, investors and shareholders may contact the Company Secretaries for information on the Company.


The Board is of the view that the Group has, in all material aspects applied the principles and complied with the recommendation of the Code save for the fact that currently the Chairman and CEO are both Executive Directors in the Group. The Chairman is responsible to lead the Board in the oversight of management and implement the Board policies, whereas the CEO focuses on the business, organizational effectiveness and day-to-day management of the Group. Whilst the Code recommends that the Chairman should be a non-executive member, the Board is of the view that its existing measures, including the delineation of the roles and duties of the CEO and the Chairman and the presence of independent oversight by the Independent Non-Executive Directors, are sufficient to ensure the balance of accountability and authority within the Board.

The Statement on Corporate Governance was approved by the Board of Directors on 31 March 2017.

The following information is provided in accordance with Paragraph 9.25 of Bursa Malaysia Securities Berhad Main Market Listing Requirements as set out in Part A of Appendix 9C.

Utilisation of Proceeds Raised from Corporate Proposals

There were no proceeds raised from corporate proposals.

Audit and Non-Audit Fees

The amount of audit fees paid or payable to the external auditors, KPMG, for services rendered to the Company and the Group for the financial year ended 31 December 2016 amounted to RM17,000 and RM140,500 respectively.

The amount of non-audit fees paid or payable to the external auditors, KPMG and its affiliates, were only for the services rendered to the Company for the financial year ended 31 December 2016 amounted to RM16,100.

Material Contracts

There were no material contracts entered into by the Company and/ or its subsidiaries involving directors’ and major shareholders’ interests either still subsisting at the end of the financial year ended 31 December 2016 or entered into since the end of the previous financial year.