Corporate Governance Statement (cont’d)
Re-election of Directors
In accordance with the Articles of Association, one third of the Directors who are subject to retirement by rotation shall retire at the annual general meeting. The Articles further provide that all the Directors shall retire from office at least once every three years and shall be eligible for re-election. At the last Annual General Meeting held on 28 May 2009, Mr Chin Kok On retired.
Pursuant to Section 138 of the Company’s Article of Association, the newly appointed Directors during the year shall retire from office at the next following Annual General Meeting. At the last Annual General Meeting held on 28 May 2009, Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin and Mr Patrick Cheng Ther Wee retired in accordance with this section and were re-elected to the Board.
The Company Secretary had ensured that the Company meets all the legal and regulatory requirements before the appointments of Directors are made.
The Remuneration Committee was formed on 16 September 2002. The Remuneration Committee recommends, to the Board for approval the remuneration package of Directors. Individual performance, the Group profitability and responsibilities of the Directors as well as prevailing market rates in the market are taken into consideration in determining the remuneration package for executive and non-executive directors. This is to ensure that rewards commensurate with their contribution to the growth of the Group.
Directors fee for Directors are proposed by the Remuneration Committee, determined by the Board and subject to shareholders approval in the Annual General Meeting.
The Remuneration Committee was restructured during the period under review. The members of the Committee are set forth as 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
The Remuneration Committee shall hold at least one meeting per year. During the financial year ended 31 December 2009, the Remuneration Committee met once (1) and attended by all its members.
Details of the Directors’ remuneration including those Directors who resigned during the period are as follows:
Category Executive Directors Non-Executive Directors Total
Annual Report 2009