Annual Report - Bina Puri

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Audit Committee Report (Cont’d)REPORTING PROCEDUREThe Secretary shall circulate the minutes of the meetings of the Committee to all members of the Board.SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)Reviewed the Audit Committee Report and its recommendations to the Board for inclusion in the Annual Report;Reviewed the Statement on Internal Control and Statement on Corporate Governance and its recommendations tothe Board for inclusion in the Annual Report;Reviewed the external auditor’s audit plan and report for the year;Reviewed the external auditor’s evaluation of the system of internal controls;Reviewed the internal audit reports, recommendations, programmes and plans for the year under review andmanagement’s response;Reviewed the results of follow-up audits conducted by the Internal Auditors on the Management’s implementation ofaudit recommendations;Reviewed the annual report and audited financial statements of the Company and the Group prior to the submissionto the Board for consideration and approval.The review was to ensure that the audited financial statements were drawnup in accordance with the applicable accounting standards approved by FRS and other legal requirements;Reviewed the quarterly unaudited financial results announcements before recommending them for Board approval;Reviewed related party transactions that may arise within the Company or the Group;Considered and recommended to the Board for approval of the audit fees payable.STATEMENT BY AUDIT COMMITTEE ON THE COMPANY’S EMPLOYEES’ SHARE OPTION SCHEME(“ESOS”)Appendix 9C, Part A (26) of the Listing Requirements of Bursa Securities Malaysia Berhad requires a Statement by the AuditCommittee in relation to the allocation of share options pursuant to any share scheme for employees as stated in paragraph8.21A.The Audit Committee is satisfied that the allocation of options pursuant to the Company’s ESOS during the financialyear ended 31 December 2007 is in accordance with the criteria set out in the ESOS bye-laws.INTERNAL AUDIT FUNCTIONThe Company has outsourced the internal audit function to a professional firm to develop a strategic Internal Audit Plancovering years 2006 to 2008, subject to review annually.The role of the internal auditor is to review the adequacy and theintegrity of the Company’s internal control system and recommend controls to manage identified risks.REVIEW OF THE AUDIT COMMITTEEThe Board of Directors of a listed issuer must review the term of office and performance of an Audit Committee and eachof its members at least once every three (3) years to determine whether such audit committee and members have carriedout their duties in accordance with their terms of reference.24 BINA PURI HOLDINGS BHDAnnual Report 2007
Corporate Governance StatementThe Board recognises the need for companies to be more efficient and well-managed and continues to implement therecommendations of the Malaysian Code on Corporate Governance (“the Code”).The Code sets out principles and bestpractices on structures and processes that companies may use in their operations towards achieving the optimal governanceframework.The Board realises that good governance practices are important to safeguard the interests of all stakeholdersand enhance shareholders’ value.The Group has complied with the best practices in the Code and will continue to apply itsprinciples.1. DIRECTORSAn effective Board comprising members with a wide range of business, legal, financial and technical experience leads andcontrols the Group.(a)CompositionThe Board’s composition represents a mix of knowledge, skills and expertise vital to the successful direction ofthe Group.The Board has a balance of Executive and Non-Executive Directors. It consists of an Executive Chairman, a GroupManaging Director, a Founder Director and five (5) Non-Executive Directors, three (3) of whom are independent.There is a clear division of duties between the Executive Chairman and Group Managing Director of the Company.The presence and participation of Independent Non-Executive Directors will bring independent judgement inBoard decisions. Any one (1) of the three (3) independent directors would be available to act as the SeniorIndependent Non-Executive Director.(b)Board MeetingsThe Board meets ordinarily four (4) times per year with additional meetings being convened where necessary. Forthe financial year 2007, the Board met five (5) times. Details of attendance of Directors at the Board Meetings areas follows:-Attendance at Board MeetingsDirectorsNo. of meetings attendedDato’ Mohamed Feisal bin Ibrahim 5/5Tan Sri Datuk Tee Hock Seng, JP 5/5Dr.Tony Tan Cheng Kiat 5/5Henry Tee Hock Hin 5/5Tay Hock Lee 5/5Yusuf Khan bin Ghows Khan 5/5Khalid bin Sufat 5/5Dato’ Anad Krishnan a/l Muthusamy 5/5(c)Appointment and Re-election of the Board of DirectorsThe Board is responsible for the appointment of Directors. It has formulated the terms of reference of theNomination Committee and has identified the composition of the Committee members.All the Directors shall retire from office at least once every three (3) years at each Annual General Meeting butshall be eligible for re-election pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad.BINA PURI HOLDINGS BHDAnnual Report 200725
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Statement by DirectorsIn the opinio
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Thirty Largest ShareholdersAs at 31
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List of Properties 31 December 2007
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Group Corporate DirectoryBINA PURI
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Annual Report - Bina Puri

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