Goldis Berhad Annual Report 2009

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STATEMENT OF CORPORATE GOVERNANCE During the financial year under review, four (4) Board meetings were held. Set out below is the attendance record of the Board members:- Name of Director Total Meetings Attended Percentage of Attendance (%) Ms Tan Lei Cheng 4/4 100 Datuk Tan Kim Leong 4/4 100 Encik Daud Mah bin Abdullah 3/4 75 Ms Pauline Tan Suat Ming 4/4 100 Mr Tan Boon Lee 3/4 75 Datuk Harun bin Hashim Mohd 3/4 75 The Directors have unrestricted access to information pertaining to the Groups’ business and affairs to enable them to discharge their duties effectively. Any additional information requested by the Directors is promptly provided. All directors have access to further information which they may require in discharging their duties including seeking independent professional advice where necessary at the Company’s expense. This information includes both verbal and written details. In addition, all Directors have access to the advice and services of the Company Secretaries. (iii) Appointment and Re-election of Directors In accordance with the Company’s Articles of Association, all Directors retire from office at least once in every three years and offer themselves for re-election. The election of each Director is voted on separately. The Executive Director also rank for re-election by rotation. The re-election of Directors ensures that shareholders have a regular opportunity to reassess the composition of the Board. (iv) Directors’ Remuneration (a) Level and Make-up of Remuneration The objective of the Company’s policy on Directors’ remuneration is to attract and retain the Directors of the calibre needed to run the Group successfully. In the case of Executive Directors, the component parts of the remuneration are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the particular Non- Executive Director concerned. (b) Remuneration Procedure The Remuneration Committee recommends to the Board the framework of the CEO’s remuneration and the remuneration package in all its forms, drawing from outside advice where necessary. However, the determination of remuneration packages of all Directors is a matter of the Board as a whole. The Non-Executive Directors are paid annual fees which are approved annually by the shareholders. The Directors are also reimbursed reasonable expenses incurred by them in the course of carrying out their duties on behalf of the Company. Individual Directors do not participate in the discussion and decision of their own remuneration. 18 Goldis Berhad (515802-U) annual report 2009
STATEMENT OF CORPORATE GOVERNANCE (c) Remuneration Package Aggregate remuneration of Directors categorised into appropriate components for the financial year ended 31 January 2009 is as follows: Category of Directors Fees Salary Bonus Benefits-in-kind Total RM RM RM RM RM Executive Director 12,000 * 634,848 63,207 7,200 717,255 Non-Executive Directors 102,000 - - - 102,000 * The salary is inclusive of statutory employer’s contribution to Employees Provident Fund. The aggregate remuneration of Directors analysed into bands for the financial year ended 31 January 2009 is as follows: Range of Remuneration Executive Director Non-Executive Directors Below RM50,000 - 5 RM50,001 – RM100,000 - - RM100,001 – RM150,000 - - RM150,001 – RM400,000 - - RM400,001 – RM600,000 - - RM600,001 – RM650,000 - - RM650,001 – RM700,000 - - RM700,001 – RM750,000 1 - (v) Directors’ Training All the Directors have attended the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad (“Bursa Malaysia”) Listing Requirements. Directors are encouraged to attend seminars and/or conferences organized by relevant regulatory authorities and professional bodies to keep abreast with development in the market place. Following the repeal of Practice Note 15 on Continuing Education Programme prescribed by Bursa Malaysia, the Board has assumed the onus of determining or overseeing the training needs of their Directors on a continuous basis. All the Directors have attended development and training programmes for the financial year ended 31 January 2009 which aid in the discharge of their responsibilities as directors of public listed companies. The details of the various training programmes attended by the directors are set out below: Courses: • Updates on Corporate Governance Framework and Current Issues ‘Effective Governance the Way Forward’ • Understanding Financial Theories and Mathematics • Annual Conference on Corporate and Regulatory Updates 2008 • Unraveling the Genius of the World’s Greatest Investor ‘Warren Buffett’ THE BOARD COMMITTEES The Board delegates certain responsibilities to Board Committees, namely the Audit Committee, Nomination Committee, Remuneration Committee and ESOS Committee. All committees have written terms of reference and report to the Board on their proceedings and deliberations. (i) Audit Committee Please refer to pages 26 to 28 of this Annual Report. Goldis Berhad (515802-U) annual report 2009 19
Page 1: WE INVEST IN ENTREPRENEURS WHO GROW
Page 4 and 5: CHAIRMAN’S LETTER TO SHAREHOLDERS
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Page 10 and 11: NOTICE OF THE NINTH ANNUAL GENERAL
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List of Properties as at 31 January
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Goldis Berhad Annual Report 2009

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