TANJUNG OFFSHORE BERHAD

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STATEMENT OF CORPORATE GOVERNANCE 49 TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 The Board of Directors (“the Board”) recognises the importance of good corporate governance and is committed to the establishment and implementation of a proper framework and controls that are in line with the principles and best practices as recommended by the Malaysian Code of Corporate Governance (“the Code”). The Board will continuously evaluate the status of the Group’s corporate governance practices and procedures with a view to adopt and implement the Best Practices of the Code wherever applicable in the best interests of the shareholders of the Company. The Board has generally applied the Principles and Best Practices of the Code. The Board is pleased to report herein the manner in which the Company has applied the Principles of the Code and the extent to which it has complied with the Best Practices of the Code. DIRECTORS 1. Board Responsibilities The Board is fully aware of its role and has adopted the specifi c responsibilities that are listed in the Code, which facilitates the discharge of the Board’s stewardship responsibilities. a. Board Balance The Board of Directors consists of seven (7) members comprising three (3) executive directors, and four (4) non-executive directors. Four (4) of the seven (7) Directors are independent Directors. The Board has complied with Paragraph 15.02 of the Listing Requirements of Bursa Malaysia Securities Berhad that at least two or one-third of the Board, whichever is the higher are independent directors. The Board considers its current size adequate given the existing scope and nature of the Group’s business operations. The Board is responsible for implementing the policies and decisions of the Board, overseeing the operations and developing the business and corporate strategies of the Group. The Board also monitors the performance of the Group and ensures that a proper internal control system is in place. The presence of independent non-executive directors is to provide independent and unbiased views of fi nancial and business inputs for the interest of the Group. b. Board Committees The Board has established board committees to assist the Board in discharging their duties. These committees are as follows:- Audit Committee Nomination Committee Remuneration Committee ESOS Committee Audit Committee The composition of the Audit Committee is in compliance with relevant regulatory requirements. The report of the Audit Committee is on pages 45 to 47. Nomination Committee The Nomination Committee is responsible for reviewing the Board composition and balance as well as considering the Board’s succession planning, making recommendation for new appointment of Directors. The Nomination Committee meets as and when required. The decision on new appointment shall be the responsibility of the Board after considering the recommendation of the Nomination Committee.
TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 STATEMENT OF CORPORATE GOVERNANCE The members of the Nomination Committee are as follows:- Member Designation Datuk Wira Syed Ali Bin Tan Sri Syed Abbas Alhabshee Chairman (Independent Non-Executive Chairman) Dato’ Ab Wahab bin Haji Ibrahim Member (Independent Non-Executive Director) Edwanee Cheah Bin Abdullah Member (Independent Non-Executive Director) The Board considers that the current mix of skills and experience of its members are suffi cient for the discharge of its duties and responsibilities effectively. Remuneration Committee The Remuneration Committee recommends to the Board the levels and elements of remuneration of Directors with executive functions and the senior management. The Board as a whole determines the allowances of the Non-Executive Directors and the Non-Executive Chairman after considering the recommendation of Remuneration Committee. The Remuneration Committee meets as and when required. The members of Remuneration Committee are as follows:- Member Designation Datuk Wira Syed Ali Bin Tan Sri Syed Abbas Alhabshee Chairman (Independent Non-Executive Chairman) Haji Omar Bin Khalid Member (Managing Director) Dato’ Ab Wahab bin Haji Ibrahim Member (Independent Non-Executive Director) Edwanee Cheah Bin Abdullah Member (Independent Non-Executive Director) Employees Share Option Scheme Committee The ESOS Committee was established on 2 August 2005. The ESOS Committee comprises one (1) Executive Director and the Managing Director. The members of the ESOS Committee are :- Haji Omar Bin Khalid Chairman (Managing Director) Haji Hamidon bin Md Khayon Member (Executive Director) The ESOS Committee shall be vested with such powers and duties as are conferred upon it by the Board including the powers:- to administer the ESOS and to grant Options in accordance with the Bye-Laws; to recommend to the Board to establish, amend, and revoke Bye-Laws, rules and regulations to facilitate the implementation of the Scheme; to construe and interpret the provisions hereof in the best interest of the Company; and generally, to exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interest of the Company. Subject to the foregoing, the ESOS Committee shall exercise its discretion in such manner as it deems fi t. As at the fi nancial year ended 31 December 2009, a total of 14,075,900 ESOS options allocated to the employees of the Group remains unexercised. None of the allocation of ESOS options was made available to the Non-Executive Directors of the Group. 50
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TANJUNG OFFSHORE BERHAD

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