TANJUNG OFFSHORE BERHAD

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STATEMENT OF CORPORATE GOVERNANCE RELATIONSHIP WITH SHAREHOLDERS 53 TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 The Group recognises the importance of effective communication with its shareholders and investors to keep them informed of the major development of the Group. Such information is disseminated through the following channels :- Annual Report; Circulars to shareholders; Various disclosures and announcements to Bursa Securities; and Company’s website at www.tanjungoffshore.com. The main forum for dialogue with shareholders remains at the Annual General Meeting which encourages the shareholders to raise questions pertaining to the operations and fi nancials of the Group. ACCOUNTABILITY AND AUDIT 1. Financial Reporting The Board is responsible to present a balanced, clear and comprehensive assessment of the Group’s fi nancial performance and prospects through the quarterly and annual fi nancial statements to shareholders. The Board and the Audit Committee have to ensure that the fi nancial statements are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. In presenting the fi nancial statements, the Board has reviewed and ensuring that appropriate accounting policies have been used, consistently applied and supported by reasonable judgments and estimates. 2. Internal Control The Board has overall responsibility for maintaining a sound and effective system of internal control of the Group, covering not only fi nancial controls but also controls relating to operations, compliance and risk management to safeguard shareholders investments and the Group’s assets. The Board also recognises that the system of internal control has inherent limitations and is aware that such a system can only provide reasonable and not absolute assurance against material misstatements, loss or fraud. The internal control system of the Group is supported by an established organisational structure with well-defi ned authority and responsibility lines, and which comprises of appropriate fi nancial, operational and compliance controls. 3. Relationship with Auditors The Board, via the Audit Committee, has established a formal and transparent arrangement for maintaining an appropriate relationship with its auditors, both external and internal. 4. Statement of Directors’ Responsibility The Directors are required by the Companies Act, 1965 to prepare fi nancial statements for each fi nancial year, which give a true and fair view of the state of affairs of the Group and the Company and of the results and cash fl ow of the Group and the Company for the fi nancial year then ended. In preparing the fi nancial statements for the fi nancial year ended 31 December 2009, the Directors have:adopted the appropriate accounting policies and applied them consistently; made judgments and estimates that are reasonable and prudent; ensure applicable approved accounting standards have been followed, and any material departures have been disclosed and explained in the fi nancial statements; and ensure the fi nancial statements have been prepared on a going concern basis. The Directors are responsible for keeping proper accounting records of the Group and Company, which disclose with reasonable accuracy the fi nancial position of the Group and the Company, and which will enable them to ensure the fi nancial statements have complied with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Directors have the general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. 5. Compliance Statement Throughout 2009, the Group has complied with all the Best Practices of Corporate Governance set out in Part 2 of the Malaysian Code on Corporate Governance.
TANJUNG OFFSHORE BERHAD (662315-U) ANNUAL REPORT 2009 OTHER DISCLOSURE REQUIREMENTS a) Share Buybacks The Company had at its Fifth Annual General Meeting held on 26 May 2009, obtained approval of the Shareholders in relation to the share buy-back authority, whereby the Directors are authorised to purchase and/or hold at any point in time up to 10% of the issued and paid up share capital of Tanjung. The breakdown of purchases made under the share buy-back exercise during the year 2009 is as follows:- Month No of shares Highest Lowest Average Total purchased price paid price paid price paid consideration (RM) (RM) (RM) paid (RM) January 5,200 0.84 0.705 0.773 3,968.00 February 30,700 1.00 0.76 0.88 24,506.50 March 16,100 0.99 0.785 0.888 13,798.50 September 100 1.27 1.27 1.27 127.00 Total 52,100 0.86 * 45,190.00 * * Including transaction cost As at 31 December 2009, all the purchased shares were retained as Treasury shares and there was no resale or cancellation of these purchased shares. b) Options, Warrants or Convertible Securities The details of the movement of ESOS Options for the fi nancial year ended 31 December 2009 are as follows:- No of ESOS Options ESOS Options ESOS Options No of ESOS Options granted as at Exercised Cancelled outstanding as at 31 Dec 2009 31 Dec 2009 24,876,390 9,804,290 996,200 14,075,900 The abovementioned ESOS Scheme will expire on 1 August 2010. As at 31 December 2009, the number of outstanding Warrants are as follows:- Conversion price Outstanding as at 31 Dec 2009 Expiry Date Warrants A RM0.55 35,884,053 7 July 2016 Warrants B RM1.20 40,977,929 11 October 2013 54
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