Basic HTML Version
Who We Are
Governance and
Management Structure
Audit Committee
Nomination Committee
Remuneration Committee
Executive Committee
Supply Chain
Director
Human Resources
Director
Finance
Director
Corporate Relations
and Legal Director
Marketing
Director
Sales
Director
Board of Directors
Managing Director
Corporate Governance
Our Board of Directors is the highest governing body
at GAB and has the overall responsibility in leading
and determining the Group’s strategic direction.
It provides effective oversight of the conduct of the
Group’s businesses, ensuring appropriate control
systems are in place, as well as regularly reviewing
such systems to ensure their adequacy and integrity.
BOARD D I V E RS I T Y AND COMPOS I T I ON
The Board is currently composed of nine members,
with four committees – Audit, Executive,
Remuneration and Nomination. There are eight
non-Executive Directors, four of whom are
independent. The Chairman, Tan Sri Saw Huat Lye,
is independent, and the Managing Director, Charles
Ireland, is the only Executive Board member. The
Board comprises nationals from Malaysia, Singapore,
the UK, New Zealand and Ireland. There is one
woman on the Board. All Directors have extensive
Board experience, combining an impressive array of
commercial, legal, financial and public affairs skills.
BOARD T RA I N I NG AND E F F E C T I V E N E S S
The Nomination Committee is charged with
overseeing the effectiveness of the Board and the
Board Committees. This includes a review of the size,
composition and skills required and contribution
of individual Directors in relation to the effective
decision-making of the Board. It considers any
potential existence of conflicts of interest of any
present Directors or any new Directors who may
be nominated, with the business of the Company.
The Nomination Committee also ensures a
continuous education programme for Directors.
In 2011, the Board’s annual training programme
comprised Global Grocery Retail Trends and
Implications for F&B Retail Account Management,
Commodity Trends and Impact as well as Malaysia’s
New Economic Policy (Economic Transformation
Programme/10th Malaysia Plan).
In addition, The Nomination Committee conducts
an annual Board Effectiveness Evaluation via
questionnaires, which assesses the effectiveness of
the Board and Board Committees along with Directors’
self and peer assessment.
MANAG EME N T S T RUC T UR E
AND R EMUN E RAT I ON
The Board is assisted in its duties by a strong
Management Team, led by the Managing Director.
The Executive Director has distinct responsibilities,
both for commercial and company performance
issues, as well as for relevant aspects of the
Company’s corporate responsibility strategy. Key
developments on social and environmental issues are
included in regular reports to the Board. Remuneration
and business targets are linked to overall Company
performance, as well as individual performance and
compliance with the Company’s triple bottom line
policies and strategies.
EMB E DD I NG COMP L I ANC E
Our corporate governance structure is supported
by a comprehensive risk management and
compliance programme – internally known as CARM
(Control Assurance & Risk Management), which
we have adopted from Diageo. It is a web-based
self-assessment programme that requires each
business function to evaluate and ensure that it has
appropriate controls in place to manage a broad range
of risks arising from the day-to-day business activities
within the Group. CARM is part of Diageo’s compliance
with the requirements of the US Sarbanes-Oxley Act.
It is not mandatory for GAB to adopt it but we have
chosen to do it as part of our control measures and to
help improve our corporate governance.
The Head of functions and process owners are
required to attend an annual training, conducted
by the CARM team, and the programme is audited
annually, both by internal and external auditors.
We believe that CARM helps us build a compliance
culture, in which our policies and standards are
embedded into all business activities. This includes
everything from integrity of financial reporting,
to health and safety guidelines and dealings with
suppliers and sales promotions.
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