- Group Secretary
Cik Noor Zita Hassan, Female, 54, a Malaysian, is the Group Secretary of Sime Darby Berhad (“Sime Darby”). She was appointed on 20 November 2017.
Cik Noor Zita started her career as a management trainee in the accounting, internal audit, tax and corporate planning functions with the Kumpulan Sime Darby Berhad (“KSDB”) Group in 1989. In 1993, she was transferred to the Group Secretarial of KSDB. Cik Noor Zita was the Company Secretary of Hyundai-Sime Darby Berhad, a listed subsidiary of KSDB on the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) from December 2004 until its delisting from the Official List of Bursa Securities in July 2006.
She was also the Company Secretary of Cancer Research Malaysia, an independent non-profit organisation involved in conducting research in prevention, early detection and treatment of cancers, supported by Yayasan Sime Darby. She became the Company Secretary of the Motors Division in 2005.
Cik Noor Zita holds a Bachelor’s Degree in Economics with Accountancy from the Loughborough University of Technology in the United Kingdom and a Master’s Degree in Accountancy from the Charles-Sturt University in Australia. She is a member of CPA Australia and the Malaysian Institute of Accountants.
The Group Secretary's Role
The Group Secretary plays an important role as one of the gatekeepers of Sime Darby’s corporate governance. The Group Secretary is responsible and accountable to the Board, through the Group Chief Executive Officer, for ensuring that the secretarial function provides adequate support to the Sime Darby Board and Board Committees for all Board-related administrative functions. In addition, the Group Secretary advises the Board on regulatory compliance matters and ensures that statutory records are properly maintained.
The Group Secretary is the custodian of the Board and Board Committee meetings agenda and ensures that matters for discussion are ordered appropriately so as to focus the Board’s attention on critical matters requiring deliberation.
In summary, the Group Secretary will carry out the following duties:
- ensuring compliance with the provisions of the Companies Act 2016 and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad relating to the administration of companies, in particular, maintaining statutory records and registers and the timely filing of notices and forms to the Companies Commission of Malaysia
- coordinating announcements for release to Bursa Malaysia Securities Berhad
- ensuring compliance with the provisions of the Company’s Constitution
- preparing the agenda of meetings at the direction of the Group Chief Executive Officer, and procuring the Chairman’s approval of the same
- organising Board and Board Committee meetings including issuing notices, preparing relevant Board/Board Committee papers and circulating Board/Board Committee papers and preparing the minutes thereof
- assisting in the conduct of Board effectiveness assessments
- organising Board retreats
- coordinating professional development programmes for members of the Board
- organising general meetings of shareholders
- carrying out any other duty that may be reasonably required by the Board.
The appointment, remuneration and removal of the Group Secretary are matters for the Sime Darby Board as a whole. Recommendations for remuneration including salaries, share options and benefits will be conveyed to the Sime Darby Board by the Nomination & Remuneration Committee.