Board Responsibilities
The Board retains full and effective control of the Group. This includes responsibilities for determining the Group’s overall strategic directions as well as development and control of the Group..

The Board reviews and approves the short-term budgets and long-term strategies for the Group. In addition, all acquisitions, major capital expenditure and disposal of investments will 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 and Risk Management Committee, reviews internal control and risk management systems within the organisation in ensuring the custody and effective and efficient utilisation of Group assets. The Board is chaired by a Non-Independent Non-Executive Chairman and the management of the Group lies with the Group Managing Director. There is a division of responsibility between the Chairman and Group Managing Director to ensure a balance of power and authority. The roles of the Chairman and Group Managing Director are separated and clearly defined.

As part of good corporate governance, the Chairman is responsible for ensuring board effectiveness and conduct. He encourages a healthy debate on issues raised at meetings and gives opportunity to directors who wish to speak on the motions, either for or against them. Every Board resolution is then put to a vote which would reflect the collective decision of the Board and not the views of an individual or an interested group.

The Group Managing Director oversees the day-to-day running of the business including organizational effectiveness, implementation of Board policies and strategies and clarifying matters relating to the Group's business to the Board. The Group Managing Director's in-depth and intimate knowledge of the Group's affairs contribute significantly towards the direction of the Group to achieve its goals and objectives.

The Non-Executive Directors provide considerable depth of knowledge collectively gained from experiences in a variety of public and private companies and public service. The Independent Non-Executive Directors provide unbiased and independent views in ensuring that the strategies proposed by the Management are fully deliberated and examined, in the interest of not only of the Group but also of minority shareholders, employees and the business communities in which the Group conducts its business.

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.

Board Composition and Balance
The Group considers that its complement of Non-Executive Directors provide an effective Board with a mix of industry specific knowledge and broad business and commercial experience. The presence of Independent Non-Executive Directors is particularly important in corporate accountability. The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement in ensuring that the strategies proposed by the management are fully deliberated and examined, taking into account the long term interest of the Group, shareholders, employees, customers and the business communities in which the Group conducts its business. This balance enables the Board to provide clear and effective leadership to the Group and to bring informed and independent judgement to many aspects of the Group's strategies and performance so as to ensure that the highest standards of conduct and integrity are maintained.

At the beginning of the financial year, the Company had nine (9) Directors on its Board of whom four (4) are independent directors. There were changes to the Board membership with one (1) new appointment and two (2) resignations. To date, there are eight (8) Directors of whom three (3) are Independent. The composition of the Board was maintained so that not less than one-third (1/3) were independent directors at all times. In accordance with the requirement of the Code, Dato’ Kalsom binti Abdul Rahman has been appointed the Senior Independent Non-Executive Director of the Company to replace Dato’ N. Sadasivan who has resigned from the Board with effect from 31 December 2009. A brief profile of each Director is presented on pages 24 to 31 of the Annual Report.

APPOINTMENT AND RE-ELECTION OF DIRECTORS

Appointment
The Board has established a formal and transparent policy on the appointment and selection process of its members 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 re-appointment and re-election of Directors seeking re-election at the Annual General Meeting are recommended by the Nomination and Remuneration Committee (NRC) to the Board for their approval.

The Board is constantly reviewing the effectiveness of the Board as a whole, the Committees of the Board and assessing the contribution of each individual director. All assessments and evaluations carried out by the NRC in the discharge of all its functions are properly documented.

New members of the Board undergo an in-house company training programme to familiarise themselves with the perations of the Group.

Re-election
The Company's Articles of Association provide that at least one-third (1/3) of the Board are subject to retirement by rotation at each Annual General Meeting provided always that each Director shall retire at least once in every three years. The Directors to retire in each year are the Directors who have been longest in office since their appointment or re-appointment. This provides an opportunity for shareholders to renew their mandates. To assist shareholders in their decision, sufficient information such as personal profile, meeting attendance and the shareholdings in the Company of each Director standing for election are furnished in a separate statement accompanying the Notice of Annual General Meeting.

Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965.

Directors Training
The Board acknowledges the importance of continuous education and training to enable effective discharge of their responsibility.

All Board members have attended the Mandatory Accreditation Programme (MAP) as prescribed by Bursa Malaysia Listing Requirements.

The Directors are regularly informed of industry-specific conventions to enable them to understand the industries within which the Group operates. The Company has initiated its own comprehensive and formal training programme tailored to the needs of the Board of Directors. During the year, the Directors have attended the Continuing Education Programme on “Malaysia- The Global Halal Hub” organised by the Company and facilitatedby industry experts.

In addition to the in-house seminars, Directors are also encouraged to attend seminars and/or conferences organized by relevant regulatory authorities and professional bodies to further enhance their skills and knowledge as well as update themselves on new developments in the business environment. Newly appointed Directors also underwent programmes such as plant visits and briefings to familiarize 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 (4) 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.

During the financial year, seven (7) Board Meetings were held where the Board deliberated and considered a variety of matters including the Company’s financial results, the business plan, direction and potential acquisitions.

Details of the Directors' meeting attendances during the financial year are as follows:

	Number of Board Meetings
	Held	Attended
Tan Sri Ab Rahman bin Omar Chairman, Non-Independent Non-Executive Director	7	7
Dato' Dr. Mohamad Hashim bin Ahmad Tajudin Group Managing Director	7	7
Mr. E. Sreesanthan Non-Independent Non-Executive Director	5	7
Dato' Kalsom binti Abdul Rahman (appointed as Senior Independent Non-Executive Director w.e.f. 25/02/2010) Senior Independent Non-Executive Director	6	7
Datuk Dr. Saharan bin Haji Anang (appointed w.e.f. 01/01/2009) Independent Non-Executive Director	7	7
Abdul Rahim bin Abdul Hamid Independent Non-Executive Director	7	7
Tan Sri Dato' Dr. Abu Bakar bin Suleiman Non-Independent Non-Executive Director	7	7
Mohd. Nizam bin Zainordin (appointed w.e.f. 11/05/2009) Non-Independent Non-Executive Director	5	5
Dato' N. Sadasivan (resigned w.e.f. 31/12/2009) Senior Independent Non-Executive Director	7	7
Datin Paduka Jamiah binti Abdul Hamid (resigned w.e.f. 050/5/2009) Non-Independent Non-Executive Director	0	2

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. In line with this, the Company has established a board paper rating process whereby all board papers tabled at Board Meetings will be rated based on contents and presentation to ensure sufficient information are provided to the Board members for them to make an informed decision.

Access to Information / Advice
All Directors have the same right of access to all information within the Group and the duty to make further enquiries which they may require in discharging their duties including seeking independent professional advice, if necessary, at the Company’s expense. Minutes of proceedings and resolutions passed at each Board and Board Committees meetings are kept in the statutory register at the registered office of the Company and are accessible to all Directors. The Company also provides a platform for dialogue between the Board and the Directors of each Division either at Board meetings or during the business units visits. This will assist the Board in arriving at business and strategic decisions relating to the Group. The Directors also have access to the advice and services of the Company Secretaries who are available to provide them with the appropriate advice and services and also to ensure that the relevant procedures are followed. The Directors are regularly updated on the latest developments in the legislations as well as statutory and regulatory requirements relating to the duties and responsibilities of Directors. When necessary, the Directors also visit locations of business units which would assist the Board to make effective decisions relating to the Group.

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

All committees have their terms of reference approved by the Board. These Committees have the authority to examine particular issues 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 Directors is determined at levels which enable the Company to attract and retain Directors with the relevant experience and expertise to manage the Group successfully. The component parts of remuneration are structured so as to link rewards to corporate and individual performance, in the case of Executive Directors. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the particular Non-Executive Directors concerned.

The Nomination and Remuneration Committee is responsible for setting the policy framework and for making recommendations to the Board on all elements of the remuneration and other terms of employment of the Executive Director. The Executive Director abstains from the deliberations and voting decisions in respect of their remuneration. All Non-Executive Directors are paid directors’ remuneration 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 Association.

The aggregate remuneration of Directors categorised into appropriate components for the financial year ended 31 December 2009 is as follows:

Category of Directors	Fees	Allowance	Salaries and Bonus	Benefits In Kind	Other Emoluments	Total
	(RM'000)	(RM'000)	(RM'000)	(RM'000)	(RM'000)	(RM'000)
Group Managing Director	-	-	933.1	180.3	157.4	1270.8
Non-Executive Directors	460	90.4	-	-	-	550.4

Range of Remuneration	Executive	Non-Executive
RM1 - RM50,000	-	-
RM50,001 to RM100,000	-	8
RM250,000 to RM 300,000	-	-
RM700,000 to RM750,000	-	-
RM750,001 to RM800,000	-	-
RM800,001 and above	1	-