ANNUAL REPORT 2008 - KNM Steel Sdn Bhd

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CORPORATE GOVERNANCE STATEMENT (CONT’D) The Audit Committee has explicit authority to investigate any matter within its terms of reference and shall have full access to all information and resources required. Further details of the terms of reference and activities of the Audit Committee during the year are set out in the Audit Committee Report. The Audit Committee meets regularly at least four (4) times annually and all discussions, decisions and conclusions are recorded and duly minuted (although not in “per verbatim” form). Additional meetings may be held at the request of the Board, the Audit Committee, the management, the external and internal auditors. The Audit Committee met six (6) times in 2008 and the attendance of each member at the meetings is set out below:- Number of meetings attended % Dato’ Ab Halim bin Mohyiddin (Chairman) 6/6 100 Dato’ Mohamad Idris bin Mansor 6/6 100 Lim Yu Tey 6/6 100 Nomination Committee The Nomination Committee is chaired by the Senior Independent Non-Executive Director. Its other members comprise the Independent Non-Executive Chairman and an Independent Non-Executive Director. The Nomination Committee is mainly responsible for assessing and recommending candidates with the required mix of skills and attributes to fill Board and Board Committees vacancies; as well as reviews or evaluates the appropriate balance, size, optimum mix of skills, experience and other qualities including core competencies which Non-Executive Directors will bring to the Board. The Nomination Committee also recommends to the Board the Directors who are to seek re-election at annual general meetings. The Nomination Committee will meet at least once a year. All assessments and evaluations (if any) will be discussed and minuted. In 2008, the Nomination Committee met up twice and the attendance of each member at the meetings is set out below:- Number of meetings attended % Lim Yu Tey (Chairman) 2/2 100 Dato’ Mohamad Idris bin Mansor 2/2 100 Dato’ Ab Halim bin Mohyiddin 2/2 100 Remuneration Committee The Remuneration Committee is chaired by the Independent Non-Executive Chairman. Its other members comprise the Senior Independent Non-Executive Director and the Managing Director. The Remuneration Committee is responsible for recommending to the Board, the remuneration of the Executive Directors, in all its forms, drawing from outside advice as necessary. With the assistance of remuneration policy for the Directors and market survey information provided from external sources, the Remuneration Committee ensures that the remuneration packages of the Directors are appropriate and competitive. All recommendations of the Remuneration Committee in respect of remuneration packages of the Executive Directors are referred to the Board for approval. The Company’s remuneration scheme is linked to performance, service seniority, experience and scope of responsibilities. The Remuneration Committee ascertains and approves the remuneration packages of the Executive Directors in accordance with the Company’s policy guidelines which maintain a proportionately high variable pay component in the remuneration package so as to strongly link remuneration to performances and benchmarking the same periodically against market or industry surveys conducted by external sources or human resource consultants. KNM GROUP BERHAD 20 ANNUAL REPORT 2008
CORPORATE GOVERNANCE STATEMENT (CONT’D) Determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman is a matter for the Board as a whole. No Director takes part in any discussion or decision concerning his or her own remuneration. Fees are paid to the Directors with the approval of shareholders at the annual general meeting. The Remuneration Committee met once in 2008, and the attendance of each member at the meeting is set out below:- Number of meeting attended % Dato’ Mohamad Idris bin Mansor (Chairman) 1/1 100 Ir Lee Swee Eng 1/1 100 Lim Yu Tey 1/1 100 ESOS Committee The ESOS Committee is chaired by the Senior Independent Non-Executive Director. Its other members comprise the Independent Non-Executive Chairman and an Executive Director. The ESOS Committee is primarily responsible for inter alia, recommending to the Board, the criteria and allocation of any ESOS options to be granted to any Eligible Employee and Director of the Company and its subsidiaries and ensuring that all exercise of ESOS options are in compliance with the Listing Requirements and in accordance with the ESOS By-Laws and Company’s Articles. The ESOS Committee met three (3) times in 2008, and the attendance of each member at the meetings is set out below:- Number of meetings attended % Lim Yu Tey (Chairman) 3/3 100 Dato’ Mohamad Idris bin Mansor 3/3 100 Gan Siew Liat 3/3 100 DIRECTORS’ REMUNERATION The primary objective of the Group’s remuneration policy is to attract and retain the Directors who lead and control the Group. The remuneration of each Director generally reflects the level of responsibility and commitment that goes with Board membership. For Non-Executive Directors, the level of remuneration is reflective of their experience and level of responsibilities, whereas, the component parts of remuneration package for Executive Directors are structured to link corporate and individual performance in line with the Company’s remuneration policy for its Directors. The Remuneration Committee reviews annually the salaries of the Executive Directors and formulates recommendations to the Board for approval. The individuals concerned will abstain from all deliberations and decisions affecting his or her remuneration and that of persons deemed connected to him or her. KNM GROUP BERHAD 21 ANNUAL REPORT 2008
Page 1 and 2: KNM GROUP BERHAD (521348-H) World C
Page 3 and 4: CONTENTS 2 Corporate Information 3
Page 5 and 6: CORPORATE STRUCTURE AS AT 18 MAY 20
Page 7 and 8: Malaysia China Canada USA Brazil Au
Page 9 and 10: CHAIRMAN'S MESSAGE (CONT’D) FINAN
Page 11 and 12: CHAIRMAN'S MESSAGE (CONT’D) GLOBA
Page 13 and 14: 5-YEAR GROUP FINANCIAL HIGHLIGHTS K
Page 15 and 16: PROFILE OF DIRECTORS DATO’ MOHAMA
Page 17 and 18: PROFILE OF DIRECTORS (CONT’D) LEE
Page 19 and 20: CORPORATE GOVERNANCE STATEMENT The
Page 21: CORPORATE GOVERNANCE STATEMENT (CON
Page 25 and 26: CORPORATE GOVERNANCE STATEMENT (CON
Page 35 and 36: AUDIT COMMITTEE REPORT (CONT’D) 2
Page 37 and 38: AUDIT COMMITTEE REPORT (CONT’D) (
Page 39 and 40: STATEMENT ON INTERNAL CONTROL The B
Page 41 and 42: ANALYSIS OF SHAREHOLDINGS as at 18
Page 43 and 44: ANALYSIS OF SHAREHOLDINGS as at 18
Page 45 and 46: LIST OF MAJOR PROPERTIES OWNED BY T
Page 47 and 48: DIRECTORS’ REPORT for year ended
Page 49 and 50: DIRECTORS’ REPORT (CONT’D) Dire
Page 51 and 52: DIRECTORS’ REPORT (CONT’D) Opti
Page 53 and 54: BALANCE SHEETS AT 31 DECEMBER 2008
Page 55 and 56: INCOME STATEMENTS FOR THE YEAR ENDE
Page 57 and 58: CONSOLIDATED STATEMENT OF CHANGES I
Page 59 and 60: CASH FLOW STATEMENTS FOR THE YEAR E
Page 61 and 62: CASH FLOW STATEMENTS FOR THE YEAR E
Page 63 and 64: NOTES TO THE FINANCIAL STATEMENTS (
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NOTES TO THE FINANCIAL STATEMENTS (
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INDEPENDENT AUDITORS’ REPORT TO T
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NOTICE OF ANNUAL GENERAL MEETING NO
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NOTICE OF ANNUAL GENERAL MEETING (C
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KNM GROUP BERHAD (Company No. 52134
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(521348-H)
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ANNUAL REPORT 2008 - KNM Steel Sdn Bhd

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