Directors

The Board comprises nine members, three of whom are independent. This composition demonstrates the range of experience necessary for applying independent judgment on issues of strategy, performance, resource utilisation and standards of conduct, for the Company. The mixture of technical, entrepreneurial, financial and business skills of the Directors also enhances the effectiveness of the Board.

To facilitate the discharge of the Board’s stewardship responsibilities, the Board has since 2002 adopted the six specific responsibilities as prescribed by the Best Practices of the Malaysian Code on Corporate Governance.

The Board has established four standing committees, each operating within defined terms of reference, to assist the Board in discharging its responsibilities.

Board Committees

The Audit Committee comprises three independent Directors. The Chief Executive Officers and the auditors also attend committee meetings by invitation and provide reports as required. At least one meeting is held annually with external auditors in private, without management's presence.

The Executive Committee comprises two executive Directors and two non-executive Directors. It decides on strategic and operational plans with defined limits, thereby reducing the Board’s agenda. The committee also reviews proposals before they are taken to the Board.

The Nomination Committee comprises three non-executive Directors and reviews, two of whom are independent. It makes recommendations to the Board on new Board appointments and evaluates the Board’s effectiveness. The committee also reviews the succession planning framework and training programmes.

The Remuneration Committee comprises three non-executive Directors, one of whom is independent. It reviews the performance of executive Directors and employees’ annual bonuses and increments.

Shareholders

Senior management routinely meet with investors, analysts and fund managers to provide updates on the Company’s progress and answer queries. The Company's objective is to give investors the best information possible so that they can accurately apply it to evaluate the Company. Feedback from these meetings are analysed and relayed to management and the Board for any follow up action.

Accountability and Audit

The Board is responsible for reviewing the integrity of the Company’s internal control system. There are experts, internal and external, to ensure that the Company maintains a sound system of internal control to safeguard the shareholders’ investment and the Company’s assets. The Board reviews the effectiveness of the system of internal controls through the Audit Committee which oversees the work of the internal audit Division and comments made by the external auditors in their management letter and internal audit reports.