Pg 147 - Berjaya Corporation Berhad

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Berjaya Land Berhad (201765-A) 26 Annual Report 2005 Statement on Corporate Governance (iv) Appointment to the Board (B) Directors’ Remuneration (v) The Nomination Committee currently comprise the following members:- Tan Sri Dato’ Thong Yaw Hong Chairman/Senior Independent/Non-Executive Dato’ Mohammed Adnan Bin Shuaib Independent/Non-Executive Dr. Ramachandran s/o Ratnasingam Independent/Non-Executive The Nomination Committee is primarily empowered by its terms of reference to perform amongst others, to recommend to the Board, new candidates as Board member or Board Committee member. Directors’ Training All the Directors have attended and completed the Mandatory Accreditation Programme. Pursuant to Practice Note 15/2003 on the Continuing Education Programme (“CEP”), all the Directors had attended seminars and courses organised by the relevant regulatory authorities and professional bodies and the majority of the Directors have obtained the requisite CEP points. In line with the recent amendment to Practice Note 15/2003, the Directors shall be responsible to determine their continuous training needs to keep themselves updated on the relevant regulatory and corporate governance developments. (vi) Re-election of Directors Any Director appointed during the year is required under the Company’s Articles of Association, to retire and seek election by shareholders at the following Annual General Meeting (“AGM”) immediately after their appointment. The Articles also require that one-third of the Directors including the Managing Director, if any, to retire by rotation and seek re-election at each AGM and that each Director shall submit himself for re-election once every three years. Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965. i) Remuneration Committee (ii) The Remuneration Committee currently comprise the following members:- Tan Sri Dato’ Thong Yaw Hong Chairman/Senior Independent/Non-Executive Dato’ Mohammed Adnan Bin Shuaib Independent/Non-Executive Dato’ Robin Tan Yeong Ching Non-Independent/Executive The primary function of the Remuneration Committee is to set up the policy framework and to make recommendations to the Board on all elements of the remuneration package and other terms of employment. Non-Executive Directors’ remuneration will be a matter to be decided by the Board as a whole with the Director concerned abstaining from deliberations and voting on decision in respect of his individual remuneration. Details of the Directors’ remuneration The Directors are satisfied that the current level of remuneration are in line with the responsibilities expected in the Group. The aggregate Directors’ remuneration paid or payable to all Directors of the Company by the Group and categorised into appropriate components for the financial year are as follows:- RM’000 Salaries Benefits- and other Fees in-kind emoluments Bonus Total Executive - 63 1,871 239 2,173 Non-Executive 120 - 6 4 130 120 63 1,877 243 2,303 The number of Directors of the Company who served during the financial year and whose total remuneration from the Group falling within the respective bands are as follows:-
Berjaya Land Berhad (201765-A) Annual Report 2005 27 Number of Directors Executive Non- Executive RM1 - RM50,000 - 4 RM150,001 - RM200,000 3 - RM200,001 - RM250,000 1 - RM250,001 - RM300,000 1 - RM550,001 - RM600,000 2 - (C) Relations with Shareholders and Investors 7 4 The Company recognises the importance of keeping shareholders and investors informed of the Group’s business and corporate developments. Such information is disseminated via the Company’s annual reports, circulars to shareholders, quarterly financial results and the various announcements made from time to time. The Group maintains a website at www.berjaya.cc where shareholders as well as members of the public may access for the latest information on the Group. Alternatively, they may obtain the Group’s latest announcements via Bursa Malaysia Securities Berhad website at www.bursamalaysia.com. The Annual General Meeting (“AGM”) remains the principal forum for dialogue with shareholders where they may seek clarifications on the Group’s performance. Shareholders are encouraged to meet and communicate with the Board at the AGM and to vote on all resolutions. (D) Accountability and Audit (ii) Statement of Directors’ Responsibility in respect of the Financial Statements Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the results and cash flows of the Company and of the Group for that period. In preparing those financial statements, the Directors are required to:- - select suitable accounting policies and then apply them consistently; - state whether applicable accounting standards have been followed, subject to any material departures being disclosed and explained in the financial statements; - make judgements and estimates that are reasonable and prudent; and - prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping accounting records which disclose with reasonable accuracy at any time the financial position of the Company and of the Group and to enable them to ensure that the financial statements comply with the Companies Act 1965. The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. (i) Financial Reporting The Directors aim to provide a balanced and meaningful assessment of the Group’s financial performance and prospects, primarily through the annual report and quarterly financial statements. The Directors are also responsible for ensuring the annual financial statements are prepared in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. A statement by the Directors of their responsibilities in the preparation of financial statements is set out in the ensuing section. (iii) Internal Control The Board acknowledges that it is responsible for maintaining a sound system of internal controls, which provides reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws ad regulations as well as with internal procedures and guidelines. A statement on the Internal Control of the Group is set out on page 28 of the Annual Report. (iv) Relationship with the Auditors Through the Audit Committee, the Company has established a transparent and appropriate relationship with the Group’s auditors, both internal and external. From time to time, the auditors highlight to the Audit Committee and the Board on matters that require the Board’s attention.
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Pg 147 - Berjaya Corporation Berhad

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