Corporate Governance Statement (cont’d)
Supply of Information
Sufficient notice has always been given for all Board and Committee meetings. All Directors are provided with an agenda and a set of Board paper to review prior to the Board meeting to enable them to peruse and if required to obtain further information on issues to be deliberated.
All corporate announcements will be reviewed and approved by the Board prior to any announcement being made to Bursa Malaysia.
In discharging of their duties, the Directors have unrestricted access to all information within the Group and utilized fully the advice and services of the Company Secretary as well as other professional advisors.
The Management of the Group is required to table updates to the Board in regards to business matters relevant to the Group at the meeting as well as other occasions. Verbal explanations and briefings are also provided by the management to enhance understanding of the matters. This is also to facilitate informed decision making by the Board.
There are three main committees to assist the Board to discharge its fiduciary duties, which are the Nominating, Remuneration and Audit Committees. The Committees were empowered by the Board with approved terms of reference to put forward recommendations and report to the Board. Final decision making has been always the responsibility of the Board.
The Nominating Committee was set up on 16 September 2002 with the main objective of ensuring the process of nominating, appointing and performance assessment of Board members is fair and transparent. The members of the Committee are set forth below:
Name Dato’ Noor Ahmad Mokhtar Bin Haniff Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin
Ng Chin Nam (Appointed on 12-06-09)
Designation Chairman Member Member
Directorship Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director
A formal set of terms of reference has been adopted by the Committee to carry out its functions.
The Nominating Committee assists the Board on the following functions:
Consider candidates and recommends to the Board candidates for Directorships. In regards of this, the nominating committee shall consider the candidates’ skill, knowledge, expertise, experience, professionalism and integrity.
Recommend candidates for Board committees to the Board.
Reviews the Board structure, size and composition and to assess the effectiveness of the Board.
The Nominating Committee shall hold at least one meeting per year in carrying out an annual review of the above. All assessment and evaluations carried out by the nominating committee in the discharge of all its functions are properly documented by the Company Secretary. The final decision on appointments rests on the Board.
At the meeting held on 24 February 2010, the Nominating Committee evaluated and was satisfied with the current Board performance.
During the financial year ended 31 December 2009, the Nominating Committee met once (1) and attended by all its members.
Annual Report 2009