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NANYANG PRESS HOLDINGS BERHAD

EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)

The Committee comprises three (3) non-executive directors, the Group Managing Director and Group Financial Controller. The Committee has power to administer the ESOS in such manner as it shall, in its discretion, d e e m f i t , i n c l u d i n g s u c h p o w e r s a n d d u t i e s c o n f e r r e d u p o n i t b y t h e B o a r d . T h e G r o u p M a n a g i n g D i r e c t o r

and Group Financial Controller shall abstain from any discussion or/and decision on options of which they are the beneficiaries.

R E L AT I O N S

WITH

SHAREHOLDERS

The Company encourages communications with its institutional and private shareholders. Regular meetings are held with institutional investors to consider business progress and the business generally. Individual shareholders have the opportunity to address the Board at the Annual General Meeting, and the Directors meet informally with the shareholders after the Annual General Meeting.

A C C O U N TA B I L I T Y

AND

AUDIT

The Board aims to present a balanced, clear and comprehensive assessment of the Group’s financial position and prospects in the annual financial statements and quarterly announcements to shareholders, investors

and regulatory authorities.

The Finance Committee, comprising four (4) Non-Executive Directors and the Group Managing Director, reviews all financial matters, examines strategic investment proposals and makes appropriate recommendations to the Board.

The Finance Committee and the Audit Committee assist the Board in reviewing information for disclosure to ensure accuracy, adequacy and completeness. The Statement by Directors of their responsibilities for preparing the financial statements is set out on page 38 of this Annual Report.

Information on the Group’s internal control is presented in the Statement on Internal Control set out on pages 20 to 21.

R E L AT I O N S H I P

WITH

THE

AUDITORS

The Audit Committee of the Board provides an independent channel of communication for the external and internal auditors. The Board ensures that an objective and professional relationship is maintained with the external auditors through the Audit Committee which keeps under review the nature, scope and results of the external audit, its costs effectiveness and the independence and objectivity of the auditors. It also reviews the scope of work and extent of the activity of the internal audit function.

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