THONG GUAN INDUSTRIES BERHAD
STATEMENT ON CORPORATE GOVERNANCE
The board had recorded its deliberations, in terms of the issues discussed, and the conclusions in discharging its duties and responsibilities.
The Board delegates and assigns certain responsibilities to the various Board Committees, namely the Audit Committee, Nominating Committee and Remuneration Committee.Terms of reference as well as operating procedures have been established for all Board Committees and the Board receives reports of their proceedings and deliberations. The Chairman of the Committees report to the Board the outcome of the Committee meetings and such reports are incorporated in the minutes of the full Board meeting.
The revised Code requires the Audit Committee to comprise fully non-executive directors, majority of whom are independent. During financial year ended 31 December 2007, the Audit Committee is made up of three non-executive directors and the Managing Director. The Board takes cognizance of the membership requirement of the Audit Committee under the Revised Code and the Managing Director resigned from the Audit Committee on
1 May 2008.
The Board currently has eight (8) members; comprising three (3) Independent Non-Executive Directors within the meaning of Chapter 1.01 of the Listing Requirements (“LR”) of Bursa Malaysia Securities Berhad (“BMSB”) and five (5) Executive Directors.
The Board has within it, professionals drawn from varied backgrounds who bring with them in-depth and diverse experience and expertise. Together with the Executive Directors who have intimate knowledge of the business, the Board is constituted of individuals who are committed to business integrity and excellence. A brief profile of each Director is set out in this Annual Report.
The roles of the Chairman and the Managing Director are separate and each has a clearly accepted division of responsibilities to ensure a balance of power and authorities.The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Managing Director will have overall responsibilities over the operating units, organizational effectiveness, implementation of Board policies and decisions in achieving the corporate objectives of the Group.The presence of Independent Non-Executive Directors are essential to provide an unbiased and independent view, advice, and judgement as well as to safeguard the interest not only of the Group, but also minority shareholders, employees, customers, suppliers and the community in general.
The Code recommends the identification of a Senior Independent Non-Executive Director to whom concerns may be conveyed.The Board has not formally identified any Independent Non-Executive Director to fulfil that role, as the Chairman at each meeting normally encourages participation and discussion by all Directors. The Board is satisfied that the current Board composition fairly reflects the investment of minority shareholders in the
Supply of Information
The Chairman ensures that all Directors have full and timely access to information with Board papers and agenda on matters requiring the Board’s consideration issued with appropriate notice in advance of each meeting to enable Directors to obtain further explanations from the Managing Director or his management team, where necessary, in
order to be briefed properly before the meetings.
All Directors have unhindered access to the advice and services of the Company Secretary and may take independent professional advice, at the Company’s expense, in furtherance of their duty if so required.The Board also has unlimited access to all information with regard to the activities of the Group.The Board believes that the current Company Secretary is capable of carrying out its duties to ensure the effective functioning of the Board.The Company’s Articles of Association specify that the removal of the Company Secretary is a matter for the Board as a
whole. Appointments to the Board Nominating Committee
The Nominating Committee are made up of the following members: Directors
Lee Eng Sheng Tengku Makram Bin Tengku Ariff
Chairman, Independent Non Executive Director Member, Independent Non Executive Director