Download PDF - ChartNexus

048
SapuraCrest Petroleum Berhad
Annual Report 2010
Corporate Governance Statement (cont’d)
DIRECTORS’ REMUNERATION
The Code states that the remuneration of
Directors should be of a sufficient level to
attract and retain high calibre Directors to
successfully run the Company. For Non-
Executive Directors, their remuneration
should reflect their respective levels of
experience, expertise and responsibilities.
Details of the Board’s remuneration for the
financial year ended 31 January 2010 are
as follows:
Non-Executive Directors RM’000
Fees 883
Other Emoluments 145*
Benefits-in-Kind 9
Executive Director RM’000
Salaries and other Emoluments 1,375
Bonus 1,020
Benefits-in-Kind 85
Range of Directors’ Remuneration Band
Non-Executive Number of
Directors Directors
RM50,001 – RM100,000 2
RM100,001 – RM150,000 1
RM150,001 – RM200,000 3
RM200,001 – RM250,000 1
Executive Director
RM2,450,000-RM2,500,000 1
(* inclusive of Directors’ fees and other emoluments
payable for their directorships in subsidiaries of the
SapuraCrest Group)
In accordance with Article 83 of the
Company’s Articles of Association, payment
of fees for the Non-Executive Directors are
effected only upon obtaining shareholders’
approval at a general meeting of the
Company.
SHAREHOLDERS
From time to time, the Executive Vice-
Chairman and Senior Management
of SapuraCrest will meet institutional
investors to discuss issues relating to the
financial performance of the Company.
These meetings are normally held upon
requests made to the Management. As for
individual investors, they are encouraged
to participate in the Company’s general
meetings where reasonable time for
discussions is always provided for.
Moreover, investors and shareholders alike
can always visit the Company’s website at
www.sapuracrest.com.my for information
on the SapuraCrest Group.
In addition to the above, the Board has
identified Ms Gee Siew Yoong as the
Independent Non-Executive Director to
whom concerns from the shareholders
can be conveyed. She may be contacted at
director-sc@sapuracrest.com.my.
ACCOUNTABILITY AND AUDIT
In line with Part One of the Code, the
Company’s position and prospects
are presented in a balanced and
comprehensible manner. The report
presented is by way of consolidated results
at the end of each financial quarter, which
is first tabled and deliberated by the Audit
Committee before being forwarded to the
Board for its approval prior to public release.
Under Best Practices provision BB III, the
Code recommends that external auditors
shall normally attend Audit Committee
meetings. This recommendation is adopted
by the Audit Committee by the regular
invitations that it extends to the external
auditors as well as Management to attend
Audit Committee meetings. Further, in
compliance with the recommendations
of the revised Code, the Audit Committee
met with the external auditors once during
the financial year without the presence of
Executive Directors and Management.
Details of the Audit Committee and its
activities can be seen in pages 49 to 53 of
this Annual Report.
The Board appreciates the need to establish
formal and transparent arrangements to
maintain an appropriate relationship with
the Company’s auditors, both internal and
external. The Head of Internal Audit is
present at all Audit Committee meetings,
while external auditors, as mentioned
above, are invited to attend meetings as
and when necessary.
It is the Board’s responsibility to ensure that
the Company maintains a sound system of
internal control to safeguard shareholders’
investments and the Company’s assets. For
this purpose the Company has in place a
system of internal control to facilitate the
management of risks within the Group. This
is further elaborated in the Statement on
Internal Control set out in page 54 of this
Annual Report.
The Company strives to achieve better
financial performance through developing
new business opportunities and expanding
its services in the oil and gas industry. At
the same time, the Board endeavours to
practise good corporate governance to
fulfill its responsibilities to its shareholders,
stakeholders and investors at large.