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AEMULUS HOLDINGS BERHAD
TA R G E T I N G T H E B U L L’ S E Y E
CORPORATE GOVERNANCE STATEMENT
(Cont’d)
3. Reinforce Independence
3.1 Annual Assessment of Independent Directors
The Board recognises the importance of independence and objectivity in the decision making process. The Board
and its Nomination Committee in their annual assessment concluded that each of the three Independent Non-
Executive Directors continue to demonstrate conduct and behaviour that are essential indicators of independence.
Each of them continues to fulfill the definition and criteria of independence as set out in ACE Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).
3.2 Tenure of Independent Directors
The Board notes the recommendation of the Code on the tenure of an Independent Director should not exceed a
cumulative term of nine (9) years. However, upon completion of the nine (9) years, the Independent Director may
continue to serve the Board subject to the Director’s re-designation as Non-Independent Director. In the event the
Director is to remain designated as an Independent Director, the Board shall first justify and obtain shareholders’
approval on a yearly basis.
Presently, the tenure of all the Independent Non-Executive Directors does not exceed a cumulative term of nine
(9) years as recommended by the Code.
3.3 Separation of Roles of Chairman and Chief Executive Officer
The role of the Independent Non-Executive Chairman and Chief Executive Director are distinct and separate to
ensure that there is a balance of power and authority. The Independent Non-Executive Chairman is responsible for
the leadership, effectiveness, conduct and governance of the Board.
The Chief Executive Director has overall responsibility for the day-to-day management of the business and
implementation of the Board’s policies and decisions. The Chief Executive Director are responsible to ensure due
execution of strategic goals, effective operations within the Group, and to explain, clarify and inform the Board on
key matters pertaining to the Group.
All decisions of the Board are made based on decision of the majority and no single Board member can make any
decision on behalf of the Board, unless duly authorised by the Board. As such, no single individual or a group of
individuals dominates the decision-making process.
3.4 Re-election of Directors
In accordance with the Articles of Association of the Company, at the first Annual General Meeting of the Company,
all the Directors shall retire from the office and be eligible for re-election and an election of Directors shall take
place each year at the Annual General Meeting of the Company where one third (1/3) of the Directors for the time
being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one third (1/3) shall
retire from office and be eligible for re-election. All the Directors shall retire from office once at least in each three
(3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at
which he/she retires.
The Directors to retire each year shall be those who have been the longest in office since their last election, but as
between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by lot.
The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to
fill a casual vacancy or as an addition to the existing Board but the total number of Directors shall not at any time
exceed the number fixed in accordance with the Articles of Association of the Company. Any Director so appointed
shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election
but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting.
Directors over the age seventy (70) years are required to render themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.
The details of the Directors seeking re-election at the forthcoming second Annual General Meeting are disclosed
in page 96 of this Annual Report.