ANNUAL REPORT 2008 - KNM Steel Sdn Bhd

CORPORATE GOVERNANCE
STATEMENT
The Board of Directors of KNM Group Berhad (“the Board”) is guided and committed to continuously uphold the
principles and best practices and to attain high standards of good corporate governance within the Group. The
following paragraphs set out the manner in which the Group has applied the principles and best practices of the
Malaysian Code on Corporate Governance throughout the financial year ended 31 December 2008.
THE BOARD
Role and Principal Responsibilities
The Company is headed by the Board who leads and controls the Company. The Board is responsible towards
the overall strategic planning for the Group, setting policies and directing the Company’s strategic objectives,
providing leadership and oversight control, identifying and implementing appropriate systems to manage principal
risks, reviewing the adequacy and integrity of its internal control and management information system, ensuring
a management succession plan as well as having a dedicated investor relations programme and shareholders’
communication policy in place.
Where appropriate, the Board delegates certain responsibilities to the various Board Committees to assist the
Board in the discharging its responsibilities. The Board also reviews the recommendations of the Audit Committee,
Remuneration Committee, Nomination Committee and Employees’ Share Option Scheme (“ESOS”) Committee as
well as feedbacks from the management.
However, certain key matters are reserved and determined by the Board itself. These include, formulating the
Company’s annual business plan to help grow and create shareholders’ value, determining overall corporate strategy
and business direction, determining funding needs and capital expenditure, setting financial plans and budgets,
reviewing financial statements and the financial performance of the Company, ensuring that necessary financial and
other resources are made available to the management to enable such objectives to be met as well as the undertaking
of corporate exercises involving mergers and acquisitions, new issues of securities and fund raising activities.
Constituting an Effective Board
The establishment of an active and independent Board of Directors is paramount in improving corporate governance
practices. The Board currently comprises of eight (8) Directors, five (5) of which are Executive Directors and three
(3) Independent Non-Executive Directors. Independent Non-Executive Directors make up one-third of the Board
membership.
The Independent Non-Executive Chairman, the Managing Director, the Senior Independent Non-Executive Director,
four (4) Executive Directors and an Independent Non-Executive Director together, with their different age, financial,
commercial, technical and operational expertise as well as business acumen and skills, bring with them a wide
and diverse range of experience to the Company. In view of the composition of the Board and having regard to the
caliber of the Directors and their range of skills, expertise and experience, the interests of investors, including the
Company’s minority shareholders and the public, are adequately protected and advanced. The brief profile of the
members of the Board is set out in the Profile of Directors in this Annual Report. Together, the Directors possess
a wide range of business, financial and commercial experience essential in the management and direction of a
corporation with global presence.
The role of the Chairman, who is an Independent Non-Executive Director, is distinct and separate with a clear division
of responsibilities from the role of the Managing Director who acts also as Chief Executive Officer. This ensures a
clear balance of control, power and authority. The Chairman is responsible for managing the conduct of the Board and
ensuring Board effectiveness, including ensuring all Directors receive timely and sufficient relevant information on all
financial, business, operational and corporate matters to enable each of them to actively and effectively participate
in Board decisions. The Chairman encourages constructive and healthy debates and ensures that resolutions are
put to a vote so that all Board decisions reflect the collective view of the Board and not the views of an individual or
small group of individuals.
KNM GROUP BERHAD
17
ANNUAL REPORT 2008