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The Board of Directors ("Board")
of YTL e-Solutions Berhad ("YTL e-Solutions" or "Company")
remains firmly committed to ensuring an appropriate and sound
system of corporate governance throughout the Company and
its subsidiaries ("YTL e-Solutions Group"). In implementing
its governance system and ensuring full compliance with the
ACE Market Listing Requirements ("Listing Requirements") of
Bursa Malaysia Securities Berhad ("Bursa Securities"), the
Board has been guided by the measures and best practices recommended
in the Malaysian Code on Corporate Governance ("Code") and
Guidance Note II: Internal Control and Corporate Governance
Statement ("Guidance Note"), contained in the Listing Requirements.
Good corporate governance is a fundamental part of the Board's
responsibility 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 all stakeholders.
This section of the Annual Report details the measures implemented
by the YTL e-Solutions Group to strengthen its compliance
with the Principles and Best Practices of Corporate Governance
as set out in Parts 1 and 2 of the Code, respectively.
BOARD STRUCTURE
YTL e-Solutions is led and managed by an experienced Board
with a wide and varied range of expertise to address and manage
the complexity and scale of the YTL e-Solutions Group's operations.
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 10 Directors, comprising 7 executive
members and 3 non-executive members, all of whom are independent.
This provides an effective check and balance in the functioning
of the Board, and complies with the Listing Requirements,
which require one-third of the Board to be independent.
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 effectiveness of the Board, day-to-day running of the
business, implementation of Board policies and making of operational
decisions, in addition to advancing relationships with regulators
and all other stakeholders. The Managing Director and the
Executive Directors are 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 Independent Non-Executive Directors have the experience
and business acumen necessary to carry sufficient weight in
the Board's decisions and the presence of these Independent
Non-Executive Directors brings an additional element of balance
to the Board as they do not participate in the day-to-day
running of the Company. 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 issues of strategy, performance
and resources brought before the Board.
The Executive Directors are collectively accountable for the
running and management of the YTL e-Solutions Group's operations
and for ensuring that strategies 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 believe that the structure of the
Board satisfactorily reflects the interests of its shareholders
and is able to provide clear effective leadership to the YTL
e-Solutions Group. The composition of the Board reflects the
wide range of business, commercial and financial experience
essential in the management and direction of a corporation
of this size. 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 Director to whom concerns
may be conveyed, mainly because full deliberation of issues
affecting the YTL e-Solutions Group by all members of the
Board and shareholders is encouraged.
DIRECTORS' TRAINING
The Directors are fully cognisant of the importance and value
of attending seminars, training programmes and conferences
in order to update themselves on developments and changes
in the industries in which the YTL e-Solutions Group operates,
as well as wider economic, financial and governance issues
to enhance their skills, knowledge and expertise in their
respective fields. All Directors have attended and completed
the Mandatory Accreditation Programme prescribed by Bursa
Securities, and the Board will continue to evaluate and determine
the training needs of its Directors on an ongoing basis. Throughout
the financial year under review, the Directors attended various
briefings, conferences, seminar programmes and speaking engagements
covering areas that included corporate governance, leadership,
relevant industry updates and global business developments
which they have collectively or individually considered as
useful in discharging their stewardship responsibilities.
BOARD MEETINGS & ACCESS TO INFORMATION
Board meetings are scheduled with due notice in advance at
least 5 times in a year in order to review and approve the
annual and interim financial results. Additional meetings
may also be convened on an ad-hoc basis when significant issues
arise relating to the YTL e-Solutions Group and when necessary
to review the progress of its operating subsidiaries in achieving
their strategic goals. The Board met 5 times during the financial
year ended 30 June 2009. Details of each Director's attendance
of Board meetings are disclosed in the Profile of the Board
of Directors in this Annual Report.
The Directors are fully apprised of the need to determine
and disclose potential or actual conflicts of interest which
may arise in relation to transactions or matters which come
before the Board. In accordance with applicable laws and regulations,
the Directors formally disclose any direct or indirect interests
or conflicts of interests in such transactions or matters
as and when they arise and abstain from deliberations and
voting at Board meetings as required.
The Directors have full and unrestricted access to all information
pertaining to the YTL e-Solutions Group's business and affairs
to enable them to discharge their duties. There are matters
specifically reserved for the Board's 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 comprehensive set of Board papers encompassing
qualitative and quantitative information relevant to the business
of the meeting. This allows the Directors to obtain further
explanations or clarifications, where necessary, in order
to be properly briefed before each meeting. A record of the
Board's deliberations of the issues discussed and conclusions
reached in discharging its duties and responsibilities is
captured in the minutes of each meeting, prepared by the Company
Secretary, who ensures that accurate and proper records of
the proceedings of Board meetings and resolutions passed are
recorded and kept in the statutory register at the registered
office of YTL e-Solutions Group.
Board papers are presented in a consistent, concise and comprehensive
format, and include, where relevant to the proposal put forward
for the Board's deliberation, approval or knowledge, progress
reports on the YTL e-Solutions Group's operations and detailed
information on corporate proposals, major fund-raising exercises
and significant acquisitions and disposals. Where necessary
or prudent, professional advisers may be on hand to provide
further information and respond directly to Directors' queries.
In order to maintain confidentiality, Board papers on issues
that are deemed to be price-sensitive may be handed out to
Directors during the Board meeting.
All Directors have full access to the advice and services
of the Company Secretary who consistently ensures that Board
procedures are adhered to at all times during meetings and
advises the Board on matters including corporate governance
issues and the 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 endorsement lies
with the entire Board to ensure that the required mix of skills,
experience and expertise of members of the Board is sufficient
to address the issues affecting the YTL e-Solutions Group.
In its deliberations, the Board is required to take into account
the integrity, professionalism, skill, knowledge, expertise
and experience of the proposed candidate. In accordance with
the Board's procedures, deliberations and conclusions in this
process reached are recorded by the Company Secretary. During
the financial year under review, there were no new appointments
to the Board.
In accordance with the Company's Articles of Association,
at least one-third of the Directors are required to retire
from office at each Annual General Meeting ("AGM") and may
offer themselves for re-election by rotation. Directors who
are appointed by the Board during the financial year are subject
to re-election by 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 by
shareholders annually in accordance with Section 129 of the
Companies Act 1965. The names and details of Directors seeking
re-election at the forthcoming AGM are disclosed in the Notice
of AGM and the Profile of the Board of Directors, respectively,
in this Annual Report.
In accordance with the Listing Requirements, each member of
the Board holds not more than ten directorships in public
listed companies and not more than fifteen directorships in
non-public listed companies. This ensures that their commitment,
resources and time are focused on the affairs of the YTL e-Solutions
Group, thereby enabling them to discharge their duties effectively.
DIRECTORS' REMUNERATION
Directors' remuneration is decided in line with the objective
recommended by the Code to determine the remuneration for
Directors so as to attract, retain, motivate and incentivise
Directors of the necessary calibre needed to lead the YTL
e-Solutions Group successfully. In general, the remuneration
of the directors is reviewed against the performance of the
individual and the YTL e-Solutions Group. The Executive Directors'
remuneration consists of basic salary, other emoluments and
other customary benefits as appropriate to a senior management
member. 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 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 to the Financial
Statements in this Annual Report. Details are not shown with
reference to Directors individually, both for security reasons
and because the Board believes that such information will
not add significantly to the understanding and evaluation
of the YTL e-Solutions Group's standards of corporate governance.
DIALOGUE WITH SHAREHOLDERS & INVESTORS
The YTL e-Solutions Group values dialogue with investors and
constantly strives to improve transparency by maintaining
channels of communication with shareholders and investors
that enable the Board to convey information about performance,
corporate strategy and other matters affecting shareholders'
interests. The Board believes that a constructive and effective
investor relationship is essential in enhancing shareholders
value and recognises the importance of timely dissemination
of information to shareholders. Accordingly, the Board ensures
that shareholders are kept wellinformed 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 and the Executive Directors meet with
analysts, institutional shareholders and investors throughout
the year not only to promote the dissemination of the YTL
e-Solutions Group's financial results but to provide updates
on strategies and new developments to ensure mutual understanding
of the YTL e-Solutions Group's operations and activities.
Presentations based on permissible disclosures are made to
explain the YTL e-Solutions Group's performance and major
development programs.
Whilst efforts are made to provide as much information as
possible to its shareholders and stakeholders, the Directors
are cognisant of the legal and regulatory framework governing
the release of material and sensitive information so as to
not mislead its shareholders. Therefore, information that
is price-sensitive or that may be regarded as undisclosed
material information about the YTL e-Solutions Group is not
disclosed to any party 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 notice of the AGM and a circular to shareholders
in relation to the renewal of the Company's share buy-back
and recurrent related party transactions mandates are sent
to shareholders at least 21 days prior to the AGM in accordance
with the Listing Requirements and the Companies Act 1965 in
order to enable shareholders to review the YTL e-Solutions
Group's financial and operational performance for the financial
year and to fully evaluate new resolutions being proposed.
The Managing Director and Executive Directors takes the opportunity
to present a comprehensive review of the progress and performance
of the YTL e-Solutions Group, and provide appropriate answers
in response to shareholders' questions during the meeting,
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 is accompanied by an
explanatory statement for the proposed resolution to facilitate
full understanding and evaluation of issues involved.
During the course of each financial year, the Company ensures
prompt and timely release and dissemination of quarterly results,
announcements, circulars and notices to enable shareholders
to keep abreast of the YTL e-Solutions Group's financial and
operational performance and to make informed decisions with
regards to significant corporate developments.
THE AUDIT COMMITTEE
The Company has in place an Audit Committee which comprises
3 Non-Executive Directors in compliance with the Code and
the Listing Requirements which require all the members of
the Audit Committee to be Non-Executive Directors.
The Audit Committee holds quarterly meetings to review matters
including the YTL e-Solutions Group's financial reporting,
the audit plans for the financial year and recurrent related
party transactions, as well as to deliberate the findings
of the internal and external auditors.
The Audit Committee met 5 times during the financial year
ended 30 June 2009. Full details of the composition, complete
terms of reference and a summary of the activities of the
Audit Committee during the financial year are set out in the
Audit Committee Report in this Annual Report.
FINANCIAL REPORTING
The Directors are responsible for ensuring that financial
statements are drawn up in accordance with the Companies Act
1965 and MASB Approved Accounting Standards in Malaysia for
Entities Other Than Private Entities. 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 the
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
external auditors, Messrs HLB Ler Lum. The external auditors
also attend each AGM in order to address clarifications sought
pertaining to the audited financial statements by shareholders.
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