Supply of Information

The directors have full and unrestricted access to all information pertaining to the Group’s affairs. All directors receive relevant board papers prior to board meetings. The contents of the board papers would normally include agenda for the meeting, minutes of the previous board meeting, reports on performance of key operating units, announcements to be released to the Bursa Securities and matters arising for board deliberations.

All directors have access to the advice and services of the Company Secretaries and the advice of such other independent professional as may be deemed necessary at the Company’s expense.

Appointments to the Board

New appointment to the board is recommended by the Nomination Committee.

The composition of the Nomination Committee is a simple majority of non-executive directors. The Nomination Committee ensures that the Board has an appropriate balance of skills and experience. For this purpose, the Committee regularly assesses the effectiveness of the Board as a whole and the performance of the Directors of the Company on an on-going basis. Terms of reference of the Committee are also clearly defined.

Re-election

In accordance to the Company’s Articles of Association, all directors, including the Managing Director, shall retire from office once at least in each three-years period. Additionally, where the Managing Director is appointed for a fixed term, that term shall not exceed three years.

Directors’ Remuneration

The Remuneration Committee reviews, assesses and recommends to the Board the remuneration packages of executive directors.

The composition of the Remuneration Committee is a simple majority of non-executive directors. The remuneration packages of non-executive directors are determined by the Board as a whole with the individuals concerned abstaining from discussion on their own remuneration.

Directors’ Training

All directors have attended the Mandatory Accreditation Programme as required by the Listing Requirements of the Bursa Securities. The Board also noted the guidelines issued by Bursa Securities on Continuing Education Programme that require continuous evaluation and determination of the training needs of its directors. In this respect, the directors will undergo such training as may be deemed necessary to enhance their skills and knowledge in order to discharge their duties as directors of the Company.

Audit Committee

The full Audit Committee report including its membership, composition, roles and responsibilities are laid out in the Audit Committee Report.

Shareholders

The Board believes in maintaining an effective communication policy that encourages feedback and comments from shareholders during the AGM. Each item of special business included in the notice is accompanied by full explanation of the effects of a proposed resolution. In case of re-election of directors, the relevant particulars relating to the directors are stated to assist shareholders in making an informed decision. Communication with shareholders and the general public is also maintained through various announcements released to the Bursa Securities including the mandatory announcement of interim financial reports.

Financial Reporting

The Board endeavours to present a balanced and understandable assessment of the Group’s position and prospects when releasing the annual financial statements, chairman’s statements and quarterly interim reports on consolidated results. All financial reports are reviewed by the Audit Committee before approval by the Board. One of the members of the Audit Committee is a qualified accountant and member of the Malaysian Institute of Accountants. The responsibility of the Audit Committee in relation to the financial reporting is detailed in the Audit Committee Report.

Internal Control

The Board acknowledges its overall responsibility for maintaining a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. An integral part of this system of internal control is the establishment of an internal audit department that is independent of the activities they audit and is able to exercise due professional care. Further elaboration on this can be found on the Statement of Internal Control on page 14 of the Annual Report.

Relationship with the Auditors

The duties of the Audit Committee include keeping under review the scope and results of the external audit and its effectiveness and the independence and objectivity of the auditors. The external auditors have unrestricted assess to the Audit Committee and the findings of the external auditors are reported to the Audit Committee at least once a year.

The Directors have overall responsibility under the Companies Act, 1965 for the preparation of annual financial statements in accordance with applicable approved accounting standards so as to give a true and fair view of the affairs of the Company and the Group at the end of the financial year and of the results and cash flows for the year. The Directors are also required to ensure that proper accounting and other records are maintained to sufficiently explain the transactions and cause these records to be kept in such a manner as to enable them to be conveniently and properly audited.

The Listing Requirements of the Bursa Securities require that the annual audited accounts be prepared in accordance with approved accounting standards of the Malaysian Accounting Standard Board (MASB) and the 9th Schedule of the Companies Act 1965.

In preparing the audited annual financial statements, the Directors have: