Board Responsibilities
The Board reviews and approves the shortterm budgets and long-term strategies for the Group. In addition, all acquisitions, major capital expenditure and disposal of investments would have to be approved by the Board. The Board has established the authority limits for Management to manage the business of the Group.

The Directors, collectively, have a wide range of relevant experience to enable them to discharge their responsibilities effectively.

The Board, together with the Audit Committee, reviews internal control and risk management systems within the organisation in ensuring the custody and effective and efficient utilisation of Group assets.

There is a division of responsibility between the Chairman and Group Managing Director to ensure a balance of power and authority. The Board is chaired by a Non-Independent Non- Executive Chairman and the management of the Group lies with the Group Managing Director.

The Company has in place a succession planning programme which inter alia includes appointing, training, fixing of compensation and replacing senior management of the Group.

Composition of Board
The Board, as at 31 December 2006, consists of 9 directors, of whom one (1) is an Executive Director, and four (4) out of the eight (8) Non-Executive Directors are independent. A brief profile of each Director is presented on pages 8 to 16 of the Annual Report.

APPOINTMENT AND RE-ELECTION OF DIRECTORS

Appointment
The Board appoints its members through a formal process, which is consistent with the Company’s Articles of Association.

The proposed appointment of a new member to the Board, as well as the proposed reappointment and re-election of Director seeking re-election at the Annual General Meeting are recommended by the Nomination and Remuneration Committee (NRC) to the Board for approval.

New members of the Board undergo an inhouse company training programme to familiarise themselves with the operations of the Group.

Re-election
In accordance with the Articles of Association of the Company, one-third of the Directors will stand for re-election at each Annual General Meeting.

The Articles also provide that all Directors who are appointed by the Board in the course of the year are subject to re-election by shareholders at the next Annual General Meeting after their appointment.

Directors Training
All Board members have attended the Mandatory Accreditation Programme.

The Directors are regularly informed of industry-specific conventions to enable them to understand the industries within which the Group operates.

During the year, the Directors have attended the Continuing Education Training Programme and in-house training programme organized by the Company on ‘Green Book – Enhancing Board Effectiveness’ to keep them updated on the requirements of the GLC Transformation programme with respect to board effectiveness.

Newly appointed Directors also undergo programmes such as plant visit and briefing, to familiarise them with each of the business divisions.

STRUCTURE AND PROCESS

Board Meeting
Board meetings are scheduled a year ahead in order to enable full attendance at Board meetings. A minimum of four Board meetings are held during the year. Additional meetings are held as and when required.

There is a formal agenda for all scheduled meetings and Board papers are prepared and submitted in advance to ensure adequate information is available to assist deliberation by Board members.

The attendance record of each member during the year is as follows:-

RELATIONSHIP BETWEEN BOARD AND SENIOR MANAGEMENT
The Chairman, together with the Board, reviews and approves the strategic objectives and key performance indicators for the Group Managing Director.

The Group Managing Director is responsible for overseeing the businesses as well as coordinating and implementing corporate strategies.

Quality / Supply of Information
Board papers are prepared for all agenda items to ensure relevant information is provided to assist decision making.

The Chairman is primarily responsible for ensuring that sufficient information is provided to the Board members to assist them in their deliberation.

Access to Information / Advice
All Directors, have unrestricted access to any information pertaining to the Company. Formal procedures have been established to ensure that Directors, collectively and in their individual capacity, have the ability to seek independent advice at the Company’s expense. All Directors have access to the administration and resources of the Company Secretary in carrying out their duties.

Board Committees
The Board of Directors delegates specific responsibilities to the Board Committees, namely the Nomination & Remuneration Committee, Audit Committee, Finance & Investment Committee and Government-Linked Companies Transformation Committee.

All committees have their terms of reference approved by the Board and submit reports of their deliberations and major findings to the Board.

The terms of reference, composition and activities of the respective committees are stated in their respective reports.

DIRECTORS REMUNERATION
The remuneration of Executive Directors is reviewed by the Nomination & Remuneration Committee and submitted by the Committee to the Board for approval.

All Non-Executive Directors are paid directors’ fees for Board and Committee meetings. In addition, they are paid a meeting allowance for attendance at each Board and Committee meeting. The directors’ fees are approved by the Company at the Annual General Meeting in accordance with the Articles of the Association.

The aggregate remuneration of Directors categorised into appropriate components for the financial year ended 31 December 2006 is as follows:-