Non-Executive Directors

Last Updated: 09 Jul 2021
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Corporate governance has comparatively getting important in the business world. The term ‘corporate governance’ and its daily application in the financial press is a fresh appearance of the past fifteen years or so (Thomsen, 2004). The phase of growth may refer to the evolvement of the economy, corporate structure or ownership groups, every of which influence the way corporate governance will grow and be adapted within its own country surroundings (Mallin, 2010).

A feature of specific significance is whether the company itself manipulates within a shareholder framework, concerning initially on the preservation or heighten of shareholder value as its major aim, or whether it takes a broader stakeholder channel, underlining the interests of various groups such as suppliers, employees, customers, providers of credit, and the local company (Morrison, Juleff, Paton, 2007). The Board member of IJM including six Non-Executive Directors and three Independent Non-Executive Directors, the Chairman is one of the Independent Non-Executive Directors.

The balance between the Board and the assist of management is to assure the fair representation and effectiveness for the shareholders, also further assures issues of resources, strategy and performance are fully addresses and investigated to concerning with long term interest of shareholders, corresponding stakeholders and the community in which the Group runs its business (IJM Corporation Berhad, 2012). In contrast, the Board member of OSK including one Non-Executive Chairman, One Chief Executive Officer and four Non-Executive Directors that three of whom are Independent Directors.

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Similarly, The Board has established the roles and responsibilities of Chairman that is different and separate from the roles and responsibilities of Chief Executive Officer. The segregation between the roles and responsibilities of Chairman and Chief Executive Officer assures an appropriate balance of roles, responsibilities and accountability at Board level. The Chairman of OSK is not an independent director. Hence, OSK will comprise a majority of independent directors after his retirement.

As different with IJM, OSK has developed a Gender Diversity Policy to encourage the representation of women in the component of the Board (OSK Holding Berhad, 2012). The IJM’s Board is mainly accountable for company’s entire business performance strategic plans, supervise the proper business operation, risk management, internal control, shareholders’ communication, information systems and legal matters; and the management is responsible for the execution of the expressed policies and achievement of the company’s expressed goals.

The Directors have assorted set of skills, experience and knowledge required to manage the company. The Non-Executive Directors are professionals of engineering, finance, accounting, economics or experienced senior public administrators (IJM Corporation Berhad, 2012). The OSK’s Board is accountable for setting up objectives and offering the strategic direction for the Company. The Board also acting the important role in assuring sound and prudent policies and practices are in place and performs the negligence in management.

The Board has established a Sustainability Policy that initiates the business strategy to spur long-term corporate development and profitability, by including environmental and social issues in the business model. The OSK’s Board acknowledges and subscribes to the value of the principles and recommendations initiate in the Malaysian Code on Corporate Governance 2012 and Bank Negara Malaysia Guidelines on Corporate Governance for Licensed Institutions (OSK Holding Berhad, 2012).

The remuneration policy of IJM is based on the philosophy of offering higher weight on bonuses relating to performance. The performances of Directors are measured by the Directors’ feat and compliance to the Board and the Group. The Executive Directors’ and senior management’s remuneration relies on the performance of the Group, accomplishment of the objective and quantified organizational targets as well as Key Performance Indicators (KPI) set at the beginning of each year.

The strategic initiatives or KPI set for the Chief Executive Officer encompass the main areas of stakeholders, commercial, infrastructure and efficiency. For Non-Executive Directors, the level of remuneration reflects the contribution and level of responsibilities assured by the specific Non-Execution Director. On Employees Provident Fund statutory contribution rate of 12 percent, given additional contribution from one to five percent to all its employees depend on length of services (IJM Corporation Berhad, 2012).

The OSK’s Remuneration Committee conducts an annual review of the Directors’ remuneration whereupon recommendations are handed to the Board for approval. Such annual review shall assure the remuneration package of the Directors keeps adequately attractive to attract and retain Directors. The Executive Director does not participate in the decision with regards to his remuneration. The determination of the remuneration package of Directors is defined by the Board as a whole, with the Directors regarded precluding from deliberations and voting for own remuneration.

The proposed Directors’ fees for the financial year would be tables at the AGM for approval by the shareholders (OSK Holding Berhad, 2012). The IJM’s Board acknowledges its responsibility for maintaining a strong system of internal controls to protect the assets and shareholders’ investments, and to arrange stewardship responsibilities in determining principal risks and assuring the fulfillment of advisable systems to manage risks in accordance with the best practices of the Malaysian Code on Corporate Governance.

IJM has also established a Risk Management Committee (“RMC”) that is dedicated to perform regular reviews on the IJM’s risk profile. The RMC mainly develops, executes and maintains the risk management system to assure that the visions and objectives are achieved. The Audit Committee and assistance of the RMC, carries out standard evaluation on the risk profile through the Internal Audit Department, inspect and supervises the usefulness of internal control systems.

The Internal Audit Department fulfills internal audits on diverse operating units on a risk-based manner authorized by the Audit Committee annually (IJM Corporation Berhad, 2012). The OSK’s Board recognizes its mainly accountability to assure that principal risks are identified, measured and managed with appropriate system of internal controls, and to assure that the usefulness, sufficiency and integrity of the internal control system are reviewed on an ongoing basis.

The Audit Committee’s major role is to the system of internal controls essentially to manage the key risks intrinsic in the business and to deliver its findings to the Board. Earlier Completion Date of the Disposal of Subsidiary Companies, the Audit Committee presumed its roles and accountabilities by the Internal Audit Department. Consecutive to the Disposal of Subsidiary Companies, OSK has appointed an external professional firm to sustain the internal audit function.

Moreover, the RMC plays an important role in offering to the establishment of a further conducive risk management situation (OSK Holding Berhad, 2012). Corporate Social Responsibilities (CSR) is with regard to comprehension and administrant the connection among business operations and the economy, environment and communities in how we conduct the business according to Morrisons (2010). Morrisons proclaim that CSR concentrate on managing the social, ethical and environmental matters that are substantial to our commercial performance, via programme of successive enrichment.

As an outline, CSR is the ethical feature of a company towards society. Specifically means management acting responsibly in its relationships with our stakeholders who have a legalize interest in the company but not only the shareholders (Monk, 2004). The IJM attaches great importance to the conservation of environment. Therefore, when IJM are conscious and intense of the environmental impact it may struggle and lead to minimize the impact with efficient environmental plans in commitment with environmental regulations.

The initial step towards modeling this world a wonderful place starts at home, thus IJM’s several promises and efforts were originated to instill the accountability of caring for the environment among staff. A ‘Go-Green’ campaign where staffs undertake to introduce a better environmentally friendly approach in carrying out daily tasks. Else, a campaign to suspend the use of Styrofoam was initiated at the head office jointly with a recycling campaign.

IJM Land established several environmental campaigns called “Mud Ball Throwing” events as part of an activity to treat and rehabilitate polluted rivers and lakes. Effective Microorganisms mud balls are effective in eliminating sludge and other pollutants, and the event is a family-oriented fun doings which is used as a terrace for staff interplay and community engagement. Since IJM advocates its construction project sites to be environmentally conservative, a team from the Construction Division complied an eventful day at Zoo Negara.

By the assist of Zoo Negara staff, they ameliorated the landscape in chosen areas of the zoo and donated a bench for the ease of visitors to the zoo (IJM Corporation Berhad, 2012). OSK sights to decrease environmental impact in the scopes of waste, water, energy and air quality in the workplace by advocating the application of sustainable behavior in the preservation of company property and business premises, contributing the preservation and reducing of energy, use energy-saving equipment if applicable.

OSK has well nurtured a culture of re-use and recycle plastic which thus assures responsible waste disposal. In relevance with Clean up the World campaign, a community-based environmental campaign which arouses and empowers global communities to clean up and maintain their environment, the Group established the ‘Earth Warrior’ – ‘Reduce, Reuse, and Recycle’ campaign where staff were stimulated to use reusable food cases despite polystyrene packets or plastic bags for takeaways food.

OSK also indicated support for the environment by inviting the Truly Loving Company (TLC) to hold a one day promotion of its biodegradable, natural plant-based and environmentally-friendly range of TLC Green household cleaning products at Plaza OSK. Volunteer staffs also had the chance to restore to the earth through planting eighty “Tenggek Burung” young plants at Raja Musa Forest during a tree planting doings operated by the Global Environment Centre Reserve (OSK Holding Berhad, 2012). IJM’s community efforts concentrate on social welfare, education and sports development at grassroots level.

IJM teamed up with the Sau Seng Lam (SSL) Diabetes Care Centre for the symbolical structure of the BLUE Human Circle which is a global emblem for diabetes developed as part of the Unite for Diabetes consciousness campaign in World Diabetes Day 2011. The Plantation Division still proceeded its engagement with communities in its public healthcare events such as the ‘Breast Health Awareness’ outreach programme and the safeguard of medical care as well as sponsorship of medical provides to the Sugut-Paitan community.

IJM has also been providing scholarships to merit students for the previous 18 years. Nowadays the programme has advantaged over 170 students. IJM allocates tutors to every successful candidate to lead and counsel them during the curriculum of their studies and also during their internship programme at IJM. IJM’s involvement in rugby dates back to the 1990’s and its sponsorship of rugby upgrowth in Peninsular Malaysia is administered by associate with the Combined Old Boys Rugby Association (“COBRA”).

As such, IJM is pleased to be associated in an expound programme called the COBRA–CIMB Schools Rugby Development Programme in partnership with CIMB Foundation which their major concentrate is to raise the standard of rugby at school level (IJM Corporation Berhad, 2012). OSK aims to give back to harm communities through obligating and contributing resources; to create a positive social and economic collision for the betterment and comfort of the underprivileged and harm of the community.

During Chinese New Year, OSK’s staff surprised 70 residents at Little Sisters of the Poor, a home for the aged with boxes of mandarin oranges and food. OSK’s staff spent time with the residents, serve meals and feed the elderly folk who were aged between 70 and 99 years. OSK’s staff also offered Hari Raya cheer and gifts of Jusco vouchers with 45 single mothers and 65 children under the care of WIRDA (Women’s Initiative for Research, Development, and Advancement).

To better comprehend the embarrassments confronted by those without sight, OSK’s staff took part in the Blind Leading the Blind Charity Walk 2012, which was established by the Lions Club, funded by Malaysia’s Ministry of Health and sighted to increase funds to donate for cataract surgeries in need. Children at the pediatric ward of Sungai Buloh Hospital accepted great cheer from OSK’s staff that surprised them with boxes of stuffed toys, board games and other assorted toys as part of a Toy drive.

In order to aid replenish the local blood bank supply, OSK in cooperation with the National Blood Bank, established a Halloween themed blood donation, that have brought a harvest of 55 bags of blood (OSK Holding Berhad, 2012). A healthy, secure and advance working environment assures primary assets. As treasure in IJM’s core values, the Respect for Diversity is essential for whole business sustainability and IJM is promised to offering an environment where every staff no matter age, gender, race, religion, nationality and education has fair chance to succeed.

This healthy mix stimulates the staff to attain their full potential whilst working together in harmony to reach organizational goals and sustainable growth. Successive growth of skills and capabilities of IJM’s staff play an essential role in attaining the best results and as such IJM places high vital in trainings which are planned to assist its staff exploit themselves for their future and organization’s future. A training needs analysis database has been spread to determine and collate gaps within the recent knowledge and skills with what is required.

Furthermore, IJM’s Engineers’ Training Programme offers in-depth knowledge and vision into the construction industry thereby intending graduate engineers for the frequent demanding role of Project Manager. In justice of their loyalty, contribution and hard work, staffs that have fulfilled 20 years of service are awarded with a Long Service Award while staffs that have reached the retirement age of 55 and have served for more than 15 years are awarded with Retirement Awards in acknowledgement of their compliance and passion (IJM Corporation Berhad, 2012).

OSK realizes its employees as main assets and their compliance and support are valued immeasurably. OSK contends to offer in-coming talents with a conducive and productive environment to work and learn, and OSK believes that heightening employee motivation and welfare will dedicate positively to the long-term profitability, growth and sustainability. As part of OSK’s concentrate on the essential of staff health and well-being, OSK established talks and different programmes throughout 2012 to promote health awareness.

Amongst the health programmes included a MAKNA Breast Cancer Talk to increase consciousness on the vital of early cancer detection and defensive checks; a bone density check by Captivate Sdn Bhd, a subsidiary of the company which distributes Anlene milk; a Cholesterol Health Talk and a free health check including blood pressure, BMI (body mass index) and cholesterol test run by KPJ Tawakal Specialist Hospital; a health screening from the National Kidney Foundation which also included the provision of counseling by healthcare professionals and a Halloween themed blood donation run by the National Blood Bank (OSK Holding Berhad, 2012).

As a will to the IJM’s compliance to quality in contrast to OSK, IJM has achieved intense admission through winning several awards which included the Malaysian Construction Industry Excellence – Contractor of the Year Award 2009 and the International Achievement Award in 2007, 2006 and 2001 as well as Malaysian Corporate Governance Index – Industry Excellence Award (Construction) 2011. As a conclusion, IJM has better Corporate Governance and CSR system as compared to OSK and OSK still have far more space to improve their systems.

IJM not just achieves the desired financial bottom line by being competitive, yet they also being ethical and sustainable in this market. Question 2 The latest Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) was published from Securities Commission (“SC”) on March 2012, and is valid from 31 December 2012. The MCCG 2012 was amended through considering altering market growths, international growths and the must always recalibrate and heighten the usefulness of Corporate Governance framework.

The MCCG 2012 is the initial key deliverable of the SC’s Corporate Governance Blueprint 2011 that plans a 5 year strategic operation scheme of the SC to upgrade the criterions of Corporate Governance in Malaysia (Christopher, 2012). The MCCG 2012 uses a fresh construction that offers better clarity, better intelligence for organizations and empowers to simpler reading. Virtually, every principle under MCGG 2012 is going with recommendations and commentaries. The principles encapsulate wide ideas consolidating well Corporate Governance which organizations should employ.

The recommendations are particular levels which conduce against the principles. Listed companies are anticipated of using these levels that as portion of their governance construction as well as procedures. Every recommendation is going with a review that strives to illustrate as well as help organizations in comprehending the recommendation (Anwar, 2012). The MCCG 2012 replaces the Malaysian Code on Corporate Governance 2007 (“MCCG 2007”). It introduces eight principles and twenty-six recommendations for good corporate governance that companies should employ.

All recommendation is followed by a commentary that gives guidance for performance. The MCGG 2012 uses and complements certain well practices of the MCGG 2007, and it else sets out fresh recommendations to reinforce Corporate Governance (Christopher, 2012). Under MCCG 2012, Principle 1 is to build up distinct roles and responsibilities. The accountabilities of the board, that ought to be exhibit in a Board Charter, consist of administration negligence, stipulating strategic path premised on sustainability as well as facilitating ethical execute in business communions (Anwar, 2012).


  1. Indicates the board ought to build up distinct intentions retained for the board as well as those representatives of administration.
  2. The board ought to build up distinct roles and responsibilities in arranging their committee as well as leadership intentions (MAICSA, 2012). New addition recommendation
  3. Indicates the board ought to formalise ethical levels by code of conduct as well as assure its commitment (Christopher, 2012).
  4. The board should formalize strategic policies which facilitate the company’s sustainability with specific concentrate on the environmental, social as well as governance fields of the business.
  5. The board should have sequences to let their members chain to intelligence and recommend.
  6. The board ought to assure it is stand through a becomingly eligible as well as capable company secretary (MAICSA, 2012). Newly added recommendation
  7. The board ought to formalize, regularly appraise as well as cause public its board charter (Christopher, 2012).

Every new recommendations concerns for the range of responsibilities of the Board. It has been indistinct in many companies previously, thus the introductory of the Board Charter ought to take certain method to avoid the trouble henceforth. Not merely Board Charter to be grows under this recommendation, yet it also ought to be published. Modeling the Charter public is distinct signals which use to turn into a recommendation that may be applied later via shareholders as well as other stakeholders to determine the capability of the Board.

An amount of listed companies have fulfill of getting a formal Charter for certain period plus most would then provide acknowledgement to responsibilities in respect of ethics as well as sustainability, nevertheless, it is fine to notice the exercises formalized. The Code indirectly acquaints that in fields like ethics and sustainability, what organizations proclaim to rely in from time to time, referring to their annual reports, may be inaccessible eliminated from their practical conducts as well as doings In respects, under Principle 1, the commentary to Recommendation 1. n ethics comprises a motion that the Board ought to, “Assure the fulfillment of adequate internal systems to sustain, facilitate as well as assure their commitment. The code of conduct ought to comprise proper communication as well as feedback channels that promote whistle blowing” (MAICSA, 2012). Principle 2 is to reinforce construction which means the board ought to have clear policies and sequences which use to help in the raise of board members. The board ought to involve members who generate value to board cerebration (Anwar, 2012).

Recommendations of principle 2 included the board ought to build up a Nominating Committee (“NC”) that ought to involve exclusively of non-executive directors, a multitude of whom need to be independent. The NC ought to grow, preserve plus comment the standard to be applied in the recruitment procedure as well as annual assessment of directors. The board ought to build up formal plus clear remuneration policies as well as sequences to fascinate and keep directors (MAICSA, 2012). Principle 3 is to strengthen independence that is the board ought to have policies as well as sequences for assure usefulness of independent directors (Anwar, 2012).

Fresh addition recommendation

  1. Indicated the board is stimulated to assume an annual assessment of the independent directors in the organizations based on provided criteria launched by the NC to evaluate the independence and objectivity of these directors. This assessment should be disclosed in the organization’s annual report as well as whichever notification for general meetings about the appointment as well as re-appointment of independent directors. Newly added recommendation
  2. 2 is the tenure of an independent director ought not to surpass an accumulative requirement of 9 years.
  3. On fulfillment of the 9 years, an independent director may go on to be engage on the board subject to the director’s re-designation as a non-independent director.

New recommendation

  • 3 indicated the board need to explain as well as strive for shareholders’ consent in the case it preserve as an independent director, a person who has engage in that ability for over 9 years (Christopher, 2012).

While the new Code has commonly given legitimacy for its recommendations in the review parts, in respect of Recommendation 3. 2, it is not distinct the reason of the Code selects to single out the time taken as an independent director as the one independence subject to be prescriptive about. Another points of independence are in reality left to the organization itself during the code indicates, “The NC should grow the standard to assess independence. The board ought to use these standards on acknowledgement, annually as well as on whichever fresh benefit or relationship grows. ” That remains a lot of agility in determining exactly who is to be deemed independent, thus it is amusing to observe which the equal agility is not given for retention.

Nevertheless, for the organization which believes an individual or individuals used to maintain their independence even through 9 years, there is a type of an appeal sequences in Recommendation 3. 3 yet shareholders be able to give their consent to maintain the individual as an independent even over 9 years (MAICSA, 2012). Principle 4 is about cultivate compliance where directors should dedicate enough time for conduct their responsibilities, frequently upgrade their wisdom as well as improves their technical ability (Anwar, 2012).

New recommendation 4.1 indicated the board ought to provide expectations on the time compliance for its members to conduct their responsibilities. This compliance ought to be received at the period of appointment. Furthermore, the board also ought to provide agreements for directors accepting new directorships. Moreover, ongoing education programs should be launched by the board with opinion of assuring directors improves their skills and wisdom (Christopher, 2012).

For formulating these, the board should be directed by feedback from its management and industry best practices. Another newly added recommendation 7. 2, the board ought to stimulate the organization to leverage on intelligence technology for predominant distribution of intelligence involving devoting a section on corporate governance on their website (Christopher, 2012). The new additions Code verify the essential of appropriate and well-timed intelligence in shareholder decision making as well as the recommendation for the better utilize of technology is due to the requirement for better well-timed intelligence.

Nevertheless, these recommendations do not go as possible as was anticipated via the Blueprint, specifically in the part of non-financial data. Here one requirements to remember that the Code is piece of a jigsaw of Corporate Governance demands in Malaysia. Under disclosure, Bursa Malaysia published a Corporate Disclosure Guide in September 2011, that unexpectedly leave a lot further involving the requirement of disclosure on non-financial data (MAICSA, 2012). Principle 8 is about to reinforce relationship within company and shareholders where the board ought to promote the use of proprietary authorities by shareholders (Anwar, 2012).

Companies are stimulated to apply electronic methods for poll voting (Christopher, 2012). While the last recommendation 8. 3 is the board ought to facilitate predominant communication and vigorous operations with shareholders (MAICSA, 2012). The review of 8. 2 recommends that, “The chairman ought to notify shareholders of their authority of require a poll vote in the beginning of the general meeting. ” The reason regarding this recommendation was good illustrates in the Corporate Governance Blueprint, “Most resolutions adopted at general meetings are voted on raise hands as objection to poll voting. This voting behavior is presented as unjust for shareholders because it does not stand for the shareholding standpoint of the specific shareholders.

If voting is done via raise hands, every shareholder physically present holding each vote, while voting via poll offered for under section 55 of the CA provides consequent to the principle of ‘each share each vote’. Virtually, this recommendation is a good procedure to enhance shareholder authorities (MAICSA, 2012). The MCCG 2012 complements the recommendations under MCCG 2007. The MCCG 2012 introduces Corporate Governance exercises that expand over which adjusted by law.

These recommendations are according to the desire which the boards of directors and shareholders of organizations ought not to pursue just to attain financial competitiveness, yet should else pursue to stimulate ethical exercises and sustainability of their organizations. Powerful corporate governance is essential for business success and linchpin to gaining investor confidence in a market. Through and large the MCCG 2012 improves the culture of corporate governance for corporate Malaysia.

However, the cooperative effort of all stakeholders is necessity to support the drive to enhance corporate governance to the aspiration levels moving forward.


  1. Christopher Lee, The New Code on Corporate Governance 2012, accessed 25 May 2012, available at < http://www. christopherleeco. com/wp3/? p=879>
  2. IJM Corporation Berhad, Annual Report 2012, accessed 17 May 2012, available at <http://www. bursamalaysia. com/market/listed-companies/company-announcements/#/? category=all>.
  3. MAICSA, 2012, New Malaysian Corporate Governance Code 2012, accessed 25 May 2012, available at < http://www. maicsa. org. my/article_coverstory/2012/article_coverstory_1204. aspx>
  4. Mallin, C. A. , Corporate Governance, 2nd edition, Oxford: Oxford University Press, 2007.
  5. Monks, R. A. G. and N. Minow, Corporate Governance, 3rd edition, Oxford: Blackwell Publishing, 2004.
  6. OSK Holding Berhad, Annual Report 2012, accessed 17 May 2012, available at <http://www. bursamalaysia. com/market/listed-companies/company-announcements/#/? category=all>.

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Non-Executive Directors. (2018, Jul 05). Retrieved from

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