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LAPORAN TAHUNAN 2005 ANNUAL REPORT

STATEMENT ON CORPORATE GOVERNANCE

INTRODUCTION

The Group is committed to high standards of corporate governance. This statement describes the manner in which the Company has applied the principles and the extent of compliance with its best practices as set out in Part 1 and Part 2 of the Malaysian Code on Corporate Governance during the financial year.

DIRECTORS

The Company is led by an experienced Board comprising members from varied backgrounds and together they bring a balance of skills and experience to the business. A brief profile of each Director is presented on pages 10 to 14 of this Annual Report. The Board considers the current composition and size of the Board as adequate.

The Board comprises one Executive Director and nine Non-Executive Directors, four of whom are Independent.

There are clear divisions of accountability and responsibility between the Chairman and the Group Managing Director. The Chairman who holds a Non-Executive position has a primary responsibility of running the Board. The Group Managing Director has executive responsibilities for the operations, results and strategic

development of the Group. The Board balance ensures that no one individual or Group dominates the decision-making process.

Tan Sri Dato’ Ahmad Sabki Bin Jahidin has been identified as the Senior Independent Non-Executive Director of the Board to whom concerns maybe conveyed.

The Board manages overall control of the Group’s affairs by a formal schedule of matters reserved for its decision. These include the approval of financial statements, major acquisitions and disposals, authority levels for expenditure, treasury policies, risk management policies and succession plans for senior executives. To enable the Board to make considered decisions, the relevant information is made available to all Board members in advance of Board meetings. All Directors have access to the services of the Company Secretary and may seek independent professional advice at the company’s expense in the furtherance of their duties.

The Board also delegates certain responsibilities to Board Committees, which operate within clearly defined terms of reference.

The Board has five Standing Committees, the Audit Committee (please refer to the Report on Audit Committee set out on pages 22 to 24), the Nomination Committee, the Remuneration Committee, the Finance Committee and the Employees’ Share Option Scheme Committee.

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