TANJUNG OFFSHORE BERHAD

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STATEMENT OF CORPORATE GOVERNANCE c. Board Meetings 51 TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 The Board meets at least four (4) times a year with additional meetings held as and when urgent issues warrant matters to be attended. The Directors are provided before each Board Meeting, with the appropriate information relating to the matters to be discussed and where necessary, additional information is provided during the Board meeting on signifi cant issues that arise or when specifi cally requested by a Director. The Directors whether as a full board or in their individual capacity also have access to the services of the Company Secretary and management staff. Where considered necessary, the Board may also engage the services of professionals on specialized issues and furtherance of their duties. During the fi nancial year under review, seven (7) Board Meetings were held and the Directors’ attendances at the Board Meetings were as follows:- Attendance Datuk Wira Syed Ali Bin Tan Sri Syed Abbas Alhabshee 6/7 (Chairman, Non-Independent Non-Executive Director) Haji Omar Bin Khalid 7/7 (Managing Director) Dato’ Ab Wahab bin Ibrahim 6/7 (Independent Non-Executive Director) Haji Hamidon Bin Md Khayon 7/7 (Executive Director) Za’aba bin Sedek 7/7 (Executive Director) Edwanee Cheah Bin Abdullah 7/7 (Independent Non-Executive Director) George William Warren Jr. 5/7 (Independent Non-Executive Director) Haji Abdullah Bin Hashim ** 7/7 (Executive Director) ** Haji Abdullah Bin Hashim resigned as Director of the Company with effect from 31 March 2010. Supply of Information The Board recognises that the decision making process is highly dependent on the quality of information furnished. As such, the Board members have full and unrestricted access to all information concerning the Group’s affairs. Prior to the Board meetings, all Board members are provided with the agenda and board papers containing information relevant to the business of the meeting to enable them to obtain further explanations, where necessary, in order to be properly briefed before the meetings. The Board papers including information on major fi nancial, operational and corporate matters of the Group. The Board members also have access to the advice and services of the Company Secretary, senior management and independent professional advisers including the external auditors. Appointment and Re-election In accordance with Article 103 of the Company’s Articles of Association, at least one-third of the Directors for the time being shall retire from offi ce and be subject to retirement by rotation at each Annual General Meeting (“AGM”). The article also provides that all Directors shall retire once in every three (3) years in compliance with the Code. Directors who are appointed before the next AGM will retire and be subject to re-election by shareholders at the next AGM.
TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 STATEMENT OF CORPORATE GOVERNANCE Directors’ Training All Directors have attended and successfully completed the Mandatory Accreditation Programme conducted by Bursatra Sdn Bhd within the stipulated timeframe required in the Main Market Listing Requirements of Bursa Securities. The Board of Directors are mindful that they should receive appropriate continuous training and during the fi nancial year, they have attended presentations and briefi ngs in order to keep abreast with developments in the industry, market place and with new statutory and regulatory requirements. During the fi nancial year ended 31 December 2009, the Directors attended in house training programs on “Financial Reporting Standards 139” conducted by the Company’s external auditors. The Directors are also briefed and updated at the scheduled quarterly meetings with any relevant amendments to the Main Market Listing Requirements received from Bursa Securities and other relevant topics which are useful to them in discharging their duties effectively. The Group will evaluate and determine the training needs of its Directors on a continuous basis. DIRECTORS’ REMUNERATION The determination of remuneration packages of the Directors are matters for the Board as a whole. The remuneration of the Directors is structured to attract, retain and motivate them in order to run the Group successfully. The Board reviews the remuneration of the Directors annually whereby the respective Executive Directors have abstained from discussions and decisions on their own remuneration. The aggregate remuneration of the Directors for the fi nancial year ended 31 December 2009 is as follows :- Executive Directors Non-Executive Directors Total (RM) Basic salary RM1,270,068 Nil RM1,270,068 Bonuses Nil Nil Nil Fees Total Nil RM76,000 RM76,000 Remuneration Band (RM) Executive Directors Non-Executive Directors 0 - 50,000 - 4 50,001 - 100,000 - - 100,001 - 150,000 1 - 150,001 – 200,000 - - 200,001 – 250,000 3 - 52
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