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YTL e-Solutions Berhad ("YTL
e-Solutions" or "Company") and its subsidiaries
("YTL e-Solutions Group") are committed to ensuring
that the highest standards of corporate governance are practiced
throughout the YTL e-Solutions Group. Good corporate governance
is a fundamental responsibility of the Board of Directors ("Board")
to protect and enhance long term shareholder value and the financial
performance of the YTL e-Solutions Group, whilst taking into account
the interests of other stakeholders.
In assessing its corporate governance practices, the YTL e-Solutions
Group is governed by the Listing Requirements of the MESDAQ Market
of Bursa Malaysia Securities Berhad("MESDAQ") ("Listing
Requirements") and Guidance Note 11 on Disclosure in relation
to the Malaysian Code on Corporate Governance and the State of Internal
Control ("Guidance Note"). The Guidance Note represents
the recommended best practices with which listed companies are expected
to comply. The YTL e-Solutions Group has also endeavoured to comply
with applicable sections of the Malaysian Code on Corporate Governance
("Code").
This section of the Annual Report details the measures implemented
by the YTL e-Solutions Group to enhance its corporate governance
practices and compliance with the Listing Requirements, the Guidance
Note and the Code.
 BOARD
STRUCTURE
YTL e-Solutions is led and managed by an experienced
Board with a wide and varied range of expertise. This broad spectrum
of skills and experience ensures the YTL e-Solutions Group is under
the guidance of an accountable and competent Board. The Directors
recognise the key role they play in charting the strategic direction,
development and control of the YTL e-Solutions Group and have adopted
the six primary responsibilities as listed in the Code, which facilitate
the discharge of the Board's stewardship responsibilities.
The Board currently has nine Directors comprising six executive
members and three non-executive members, all of whom are independent.
The Board complies with the Listing Requirements for the Board to
have at least two independent directors, and for the selection and
appointment of independent directors to be a matter for the Board
as a whole.
Due to the strong independent component of the Board, the roles
of the Managing Director and Chairman have not been divided, and
both functions continue to be exercised by the same person. He is
primarily responsible for the orderly conduct and working of the
Board as well as responsible for the day-to-day running of the business,
implementation of Board policies and making operational decisions.
Together with the Executive Directors, he is accountable to the
Board for the profitable operation and development of the YTL e-Solutions
Group consistent with the primary aim of enhancing long term shareholder
value.
The presence of Independent Non-Executive Directors brings an additional
element of balance to the Board and these Independent Non-Executive
Directors must have the experience to carry sufficient weight in
the Board's decisions. The differing roles of Executive and Non-Executive
Directors are delineated, both having fiduciary duties towards shareholders.
Executive Directors have a direct responsibility for business operations
whereas Non-Executive Directors have the necessary skill and experience
to bring an independent judgement to bear on the issues of strategy,
performance and resources, including key appointments and standards
of conduct.
The Executive Directors are responsible for the YTL e-Solutions
Group's operations and for ensuring that strategies proposed by
management are fully discussed and examined and take account of
the long term interests of shareholders, employees, customers, suppliers
and the many communities in which the YTL e-Solutions Group conducts
its business.
Together, the Directors possess the wide range of business, commercial
and financial experience essential in the management and direction
of a corporation with international presence. A brief description
of the background of each Director is presented in the Profile of
the Board of Directors in this Annual Report.
To date, the Board has not found it necessary to designate a senior
independent non-executive to whom concerns may be conveyed mainly
because the Chairman encourages full deliberation of issues affecting
the YTL e-Solutions Group by all members of the Board and shareholders.
DIRECTORS'
TRAINING
All the Directors have successfully completed the
Mandatory Accreditation Programme and each Director has now obtained
the applicable number of points under the Continuing Education Programme
("CEP") that they were required to obtain prior to the repeal of
the CEP by Bursa Securities. During the financial year under review,
the Directors attended various other conferences and programmes,
including speaking engagements, to enhance their knowledge and expertise,
and the Board will continue to evaluate and determine the training
needs of its Directors on an ongoing basis.
BOARD
MEETINGS & ACCESS TO INFORMATION
The Board met five times during the financial year
ended 30 June 2007. Details of each Directors attendance of Board
meetings are disclosed in the Profile of the Board of Directors
in this Annual Report.
The Directors have full and unrestricted access to all information
pertaining to the YTL e-Solutions Group's business and affairs,
both as a full Board and in their individual capacities, to enable
them to discharge their duties. There are matters specifically reserved
for the Board’ decision to ensure that the direction and control
of the YTL e-Solutions Group rests firmly with the Board. Prior
to each Board meeting, all Directors receive the agenda together
with a full set of Board papers containing information relevant
to the business of the meeting. This allows the Directors to obtain
further explanations or clarification, where necessary, in order
to be properly briefed before each meeting.
All Directors have full access to the advice and services of the
Company Secretary who ensures that Board procedures are adhered
to at all times during meetings and advises the Board on matters
including corporate governance issues, and Directors’ responsibilities
in complying with relevant legislation and regulations.
APPOINTMENT
& RE-ELECTION OF DIRECTORS
The appointment of Directors is undertaken by the
Board as a whole. The Managing Director recommends candidates suitable
for appointment to the Board, and the final decision lies with the
entire Board to ensure that the resulting mix of experience and
expertise of members of the Board is sufficient to address the issues
affecting the YTL e-Solutions Group.
In accordance with the Company's Articles of Association, onethird
of the Directors are required to retire from office at each Annual
General Meeting ("AGM"). Retiring Directors can offer themselves
for re-election. Directors who are appointed by the Board during
the financial year are subject to re-election by the shareholders
at the next AGM held following their appointments. Directors who
are over seventy years of age are required to submit themselves
for re-appointment annually in accordance with Section 129 of the
Companies Act, 1965. Details of Directors seeking reelection at
the forthcoming AGM are disclosed in the Statement Accompanying
the Notice of AGM in this Annual Report.
DIRECTORS'
REMUNERATION
Directors’ remuneration is decided in line with
the objective as recommended by the Code to determine the remuneration
for directors so as to attract and retain directors of the calibre
needed to run the YTL e-Solutions Group successfully. In general,
the component parts of remuneration are structured so as to link
rewards to performance. Directors do not participate in decisions
regarding their own remuneration packages and Directors’ fees
must be approved by the shareholders at the AGM.
Details of the aggregate remuneration of Directors categorised into
appropriate components and the range of remuneration for each Director
can be found in Note 6 of the Notes to the Financial Statements
in this Annual Report (for security reasons, details are not shown
with reference to Directors individually).
DIALOGUE
WITH SHAREHOLDERS & INVESTORS
The YTL e-Solutions Group values dialogue with
investors as a means of effective communication that enables the
Board to convey information about performance, corporate strategy
and other matters affecting shareholders’ interests. The Board
recognises the importance of timely dissemination of information
to shareholders and accordingly ensures that they are well informed
of any major developments of the YTL e-Solutions Group. Such information
is communicated through the Annual Report, the various disclosures
and announcements to Bursa Securities, including quarterly and annual
results, and corporate websites.
The Managing Director meets with analysts, institutional shareholders
and investors throughout the year. Presentations based on permissible
disclosures are made to explain the YTL e-Solutions Group's performance
and major development programs. Price-sensitive information that
may be regarded as undisclosed material information about the YTL
e-Solutions Group is, however, not disclosed in these sessions until
after the prescribed announcement to Bursa Securities has been made.
The AGM is the principal forum for dialogue with shareholders. The
Board provides opportunities for shareholders to raise questions
pertaining to issues in the Annual Report, corporate developments
in the YTL e-Solutions Group, the resolutions being proposed and
the business of the YTL e-Solutions Group in general at every AGM
and Extraordinary General Meeting of the Company. The Chairman and
Sponsor will respond to shareholders’ questions during the meeting.
Representatives of the Sponsor are also in attendance to answer
questions, thereby ensuring a high level of accountability, transparency
and identification with the YTL e-Solutions Group's business operations,
strategy and goals. Each item of special business included in the
notice of the meeting will be accompanied by an explanatory statement
for the proposed resolution to facilitate full understanding and
evaluation of issues involved.
THE
AUDIT COMMITTEE
The Company has in place an Audit Committee which
comprises of three Non-Executive Directors and one Executive Director.
The Audit Committee met five times during the financial year ended
30 June 2007. Full details of the composition, complete terms of
reference and the activities of the Audit Committee during the financial
year are set out in the Audit Committee Report included in this
Annual Report.
FINANCIAL
REPORTING
The Directors are responsible for ensuring that
financial statements are drawn up in accordance with the provisions
of the Companies Act, 1965 and applicable approved accounting standards
in Malaysia. In presenting the financial statements, the Company
has used appropriate accounting policies, consistently applied and
supported by reasonable and prudent judgements and estimates to
present a true and fair assessment of the Company's position and
prospects. Quarterly financial statements were reviewed by the Audit
Committee and approved by the Board prior to release to Bursa Securities
and Securities Commission.
The Statement by Directors made pursuant to Section 169 of the Companies
Act, 1965 is set out in this Annual Report.
RELATIONSHIP
WITH THE AUDITORS
The Board has established formal and professional
arrangements for maintaining an appropriate relationship with the
Company's auditors, Messrs. HLB Ler Lum.
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