For Padini and Bonia Groups, they have practising Principle 1.1 ‘the board should set up clear maps reserved for the board and those delegated to direction ‘ . Padini ‘s Chairman and Managing Directors functions are separated. The Chairman is accountable to do certain that the Board has good corporate administration processs and patterns and maps decently, supplying counsel and way to Management in order to accomplish Padini ‘s ends and aims. Whereas, Managing Director is responsible to cover with day-to-day operations and all the concern activities. Bonia ‘s Group functions are besides clearly set out and separated between Group Executive Chairman who is besides Chief Executive Officer and the Group Managing Director. There is a balance of authorization and power among them. Both of Padini and Bonia groups have practising Principle 1.1 which the functions and duties of Board and Management are clearly province.
For Padini and Bonia Groups, they have practising Principle 1.5 ‘the board should hold processs to let its members entree to information and advice ‘ . Padini ‘ each Director can entree to all information within the Group, the company secretary and the senior direction. Besides, when there is a demand, Directors have the duty and right to do farther enquiries or consult professional advisors. Whereas, Directors of Bonia will be provide with the timely information and related docket that can dispatch their responsibilities efficaciously. Every one-fourth fiscal consequences, study of the Group ‘ concern advancement, and studies of regulative and audit will be provide. Besides that, Directors of Bonia can entree to the information and advice of internal and external hearers, company secretaries and other independent professionals. Both of the Groups have practising this rule that the Board can entree to all information and can seek advice in transporting out their responsibilities.
Principle 2.1 ‘the board should set up a Nominating Committee which should consist entirely of non-executive managers, a bulk of whom must be independent ‘ . Currently, Padini has a stable Board composing, therefore the Board do non see it is necessary to set up a Nomination Committee. However, Padini mentioned that a Nomination Committee will set up when there is a demand. Whereas, Bonia ‘s Nomination Committee comprise three Independent Non-Executive Director presently whom are Lim Fong Boon, Chong Sai Sin, and Datuk Ng Peng Hong @ Ng Peng Hay who besides Chairman of Bonia. Padini does non set up a Nomination Committee, while the Nomination Committee of Bonia comprise entirely of Independent Non-Executive Director.
Principles 2.2 ‘the Nominating Committee should develop, keep and reexamine the standards to be used in the enlisting procedure and one-year appraisal of managers ‘ . For Bonia, a Nomination Committee aid to place relevant and suited expertness and skill need by the Board, to reexamine the Board size, construction and composing, and to choose suited campaigners to fall in the Board. Besides, The Nomination Committee besides assesses each single Director ‘s public presentation and suggests make fulling the place in the respective Committees harmonizing to their expertness. Furthermore, the Nomination Committee reexamine yearly that what mix of accomplishments and experiences and other qualities that need to convey to the Board, for case, the nucleus competences of Non-Executive Directors. Furthermore, they will reexamine and be after developing plans for the Board. Whereas, Padini presently does non hold Nomination Committee.
Principles 2.3 ‘the board should set up formal and crystalline wage policies and processs to pull and retain managers. ‘ Currently, Board of Padini does non hold Remuneration Committee. Thus Padini Director ‘s wage is determined by the whole Board through the employment contrast. At the Annual General Meeting, Board will urge and after approved by stockholders, Non-Executive Directors will be given Directors ‘ fees. The wage bundle of Executive Directors includes wages, fees and allowances, fillip, benefit in sort, and statutory part. While, Non Executive Directors are merely acquire fees and allowances. Whereas, Bonia have three Remuneration Committees and all of them are Non-Executive Directors. The wage bundle of Bonia is same as Padini, besides Directors ‘ fees are paid when acquire the blessing from stockholders. Although Padini does non hold Remuneration Committee but Board will discourse and urge, while Bonia has Remuneration Committee. Both of them set up formal and crystalline wage policies and processs to pull and retain managers.
For Padini and Bonia Groups, they have practising Principle 5.1 ‘the Audit Committee should guarantee fiscal statements comply with applicable fiscal coverage criterions ‘ . Audit Committee of Padini has the duty to supervising the Group ‘s fiscal study quality and the Directors of Padini responsible to do certain that the one-year fiscal statements are prepared that comply with the commissariats of the Companies Act 1965 and accounting criterions in Malaysia. Whereas, Bonia ‘ Directors guarantee that Bonia Group has used appropriate accounting policies in fixing fiscal statement with the cautious and sensible adjudication. Besides that, besides guarantee run into the accounting criterions with account in the notes to the fiscal statements. Both of the Groups meet the fiscal coverage criterion and do it dependable.
For Padini and Bonia Groups, they have practising Principle 6.2 ‘the board should set up an internal audit map which reports straight to the Audit Committee ‘ . For Padini and Bonia, every one-fourth the internal audit map will describe straight to the Audit Committee its findings and recommendation on hazard control processs. Audit Committees taken into history the hazard alteration that may exposed to the Group. Audit Committees need to reexamine and O.K. the internal audit program to guarantee effectual internal control system and its activities independently objectively guarantee the system to go on operate satisfactory. Audit Committee reexamine the findings and recommendations with Management. Both of them studies to Audit Committees the hazard and declaration of direction, internal control system and administration system.
For Padini and Bonia Groups, they have practising Principle 5.2 ‘the Audit Committee should hold policies and processs to measure the suitableness and independency of external hearers ‘ . Audit Committee of Padini and Bonia review the external hearer ‘s fiscal twelvemonth ended 30 June 2011 audit program to do certain that it adequately covers all the activities of Groups. Besides, reappraisal and discourse the jobs and ensue originating in fiscal statements from their audit and the declaration of such issues that reference in the study. This is to do certain that external audit is engage in conformity with all the relevant regulative and professional demands. Besides that, review external hearer ‘s independency and public presentation before reappointment and compensation. Audit Committee can describe to the Board when found that the external hearer is non suited for reappointment. Through these policies both of the Group entree the independent and suitableness of external hearers. This make the audit map more efficaciously.
For Padini and Bonia Groups, they have practising Principle 6.1 ‘the board should set up a sound model to pull off hazards ‘ . Padini provide a control of environment and model. Padini Group ‘s internal control is maintain through holding clearly defined duties, bound of authorization and lines of coverage and reexamine sporadically to back up strong control of environment. Besides that, internal policies and processs on a regular basis updated to placing the hazard and trade with the operational lacks. This enhance hazard direction model, back uping the activities of the Group. For Bonia, deputation duty besides defined. Besides, the existent public presentation will reexamine against mark consequence and take disciplinary action to extenuate hazards. Furthermore, Bonia have regular scheduled direction meetings to describe, discourse and to program. Both of the Group have an effectual internal controls system to implement ain sound model and manage hazard.
Both of the Padini and Bonia have practising Principle 1.7 ‘the board should formalize, sporadically reappraisal and do public its board charter ‘ . For Padini, all of following were formalised, sporadically reappraisal and stated in the one-year study such as Padini ‘s functions of Chairman and Managing Directors are separate and have their ain duties. Besides, is the constitution of Padini ‘s Audit Committee which comprise three members whom all are Independent Non-Executive Director. Furthermore, Board of Padini meets on a regular basis throughout the twelvemonth. During the fiscal twelvemonth ended 30 June 2011, six Board meetings were held. The figure and the attending of Board meetings held were besides stated. Whereas, division of duty of Bonia ‘ Board was besides reappraisal and stated. Annual study besides shown that Bonia have numeration, wage and audit commission. Besides, there were four Board Meetings held during the fiscal twelvemonth ended 30 June 2011.