| BOARD OF DIRECTORS
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:-
| |
Number
of Board Meetings |
| |
Held |
Attended |
| Tan Sri Ab Rahman bin Omar |
6 |
6 |
| Dato’ Dr. Mohamad Hashim bin Ahmad Tajudin |
6 |
6 |
| Dato’ N. Sadasivan |
6 |
5 |
| Tan Sri Dato’ Dr. Mohamed Yusof bin Hashim |
6 |
6 |
| Dato Seri Mohd Hussaini bin Haji Abdul Jamil |
6 |
5 |
| E. Sreesanthan |
6 |
5 |
| Dato’ Kalsom binti Abdul Rahman |
6 |
4 |
| Jamiah binti Abdul Hamid (appointed 03/04/2006) |
5 |
4 |
| Abdul Rahim bin Abdul Hamid (appointed 03/04/2006) |
5 |
5 |
| Tan Sri Dato’ David Chiu (resigned 18/04/2006) |
N/A |
N/A |
| Paisol bin Ahmad (resigned 03/04/2006) |
1 |
1 |
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:-
| Category
of Directors |
Fees |
Allowance |
Salaries |
Benefits
In Kind |
Total |
| |
(RM'000) |
(RM'000) |
(RM'000) |
(RM'000) |
(RM'000) |
| Executive
Directors |
- |
- |
465 |
180 |
645 |
| Non-Executive
Directors |
467 |
58 |
- |
- |
525 |
| Range of Remuneration |
Executive
|
Non-Executive
|
| RM1
- RM50,000 |
-
|
4
|
| RM50,001
to RM100,000 |
-
|
6
|
| RM250,000
to RM 300,000 |
- |
- |
| RM700,000
to RM750,000 |
- |
- |
| RM750,001
to RM800,000 |
1 |
- |
|