DELEUM BERHAD UNISON IN DIVERSITY - ChartNexus

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34 Unison in Diversity 2. BOARD COMMITTEES (continued) 2.3 Risk Management Committee (continued) ii) identifying, reviewing and evaluating risks facing the Group and formulating risk management processes and procedures and establishing risk action plans, where appropriate. iii) reviewing the adequacy of the Group’s processes to identify the key organisational risks and the systems in place to monitor and manage these risks. iv) making necessary recommendations to the Board on risk management and control, where appropriate. During the financial year, four (4) meetings of the Risk Management Committee were held, at which all the members of the Committee attended. No. Name Designation No of Meetings attended 1 Dato’ Seri Abdul Ghani bin Abdul Aziz Chairman 4/4 2 Chandran Aloysius Rajadurai Member 4/4 3. DIRECTORS’ TRAINING The Company is cognisant of the importance of continuous training for Directors to further enhance their knowledge and expertise and to keep abreast with latest developments in regulatory requirements and business practices. During the financial year, the Board attended two (2) in-house training programs on “Financial Reporting Standards 139” and “Towards Business Excellence” conducted by the Company’s external auditors and an external trainer respectively. The Directors are also briefed and updated at the scheduled quarterly meetings with any relevant amendments to the Listing Requirements received from Bursa Malaysia and other relevant topics which are useful to them in discharging their duties effectively. For the Non-Executive Directors’ better perspective and understanding of the ongoing operations, the Company arranged a site visit for the Directors at its operational base where they were briefed and updated on the Group’s facilities and activities. The Group will on a continuous basis, evaluate and determine the training needs of its Directors. 4. APPOINTMENT AND RE-ELECTION OF DIRECTORS The appointment of Directors is undertaken by the Board as a whole upon recommendation by the Joint Remuneration and Nomination Committee. In accordance with the Company’s Articles of Association (the “Articles”), at each Annual General Meeting (“AGM”), one-third (1/3) of the Directors for the time being, or if their number is not three (3) or multiple of three (3), then the number nearest to one-third (1/3), shall retire from office and be eligible for re-election. Directors who are appointed by the Board during a financial year are subject to re-election by the shareholders at the next AGM to be held following their appointments.
4. APPOINTMENT AND RE-ELECTION OF DIRECTORS (continued) Deleum Berhad Annual Report 2009 35 The Articles also provide that all Directors, including the Group Managing Director, shall retire from office once at least in every three (3) years but shall be eligible for re-election. Directors who are over seventy (70) years of age are required to submit themselves for re-appointment by shareholders in accordance with Section 129 of the Companies Act,1965. The names and details of Directors seeking re-election and re-appointment are disclosed in the Notice of AGM and the profile of the Board of Directors respectively in this Annual Report. 5. DIRECTORS’ REMUNERATION The details of Directors’ remuneration during the financial year disclosed by category are as follows:- Aggregate Remuneration Remuneration Executive (RM) Non-Executive (RM) Fees - 199,355 Director’s salary, bonus and other emoluments 2,974,478 64,000 Estimated monetary value of benefits-in-kind 160,862 - Total 3,135,340 263,355 Analysis of Remuneration Designation Range of Remuneration Number of Directors Non- Executive Directors RM1 - RM50,000 1 RM 50,001 - RM100,000 3 Executive Directors RM 400,001- RM450,000 1 RM 700,001- RM750,000 2 RM1,250,001- RM1,300,000 1 Note: A Non-Executive Director was appointed to the Board on 30 April 2009 and an Executive Director resigned on 31 August 2009. The Board of Directors is of the view that the disclosure of remuneration by appropriate components and bands are sufficient to meet the objectives of the Code. Directors’ remuneration is decided and reviewed in line with the objective of attracting and retaining directors of the calibre, expertise and experience needed to lead the Group successfully. Remuneration for the Executive Directors is aligned to individual and corporate performance. Non-Executive Directors are paid fees for the responsibility they shoulder and meeting allowances for Board and Committee Meetings they attend. The Joint Remuneration and Nomination Committee recommends to the Board for approval the remuneration of the Executive Directors in accordance with the remuneration policy established. The Board as a whole determines the remuneration of the Non-Executive Directors. Each individual Director abstains from the Board decision on his own remuneration. The fees of the Directors are subject to the approval of the shareholders at the AGM.
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DELEUM BERHAD UNISON IN DIVERSITY - ChartNexus

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