A N N U A L R E P O R T 2 0 0 1 - IGB Corporation Berhad

STATEMENT ON CORPORATE GOVERNANCEThe Board of Directors of the Company is committed to the principles of corporate governance as embodied inthe Malaysian Code of Corporate Governance (‘the Code’). Towards this end, the Board takes every step toensure that the principles of corporate governance and best practices are observed and practised throughoutthe Group.Set out below is a statement of how the Group has applied the principles of the Code and compliance with thebest practices provisions:1. THE BOARD(a) Composition of the BoardThe Board, led by an independent non-executive Chairman, has nine (9) members, comprising five (5)non-executive Directors and four (4) executive Directors, with four (4) of the five (5) non-executiveDirectors being independent Directors. The Board comprises of an appropriate balance of nonexecutiveand executive Directors with diverse experience and expertise required for the effectivestewardship of the Group and independence in decision making at Board level. A brief profile of eachDirector is presented on pages 12 to 17 of this Annual Report.The roles of the Chairman of the Board and the Managing Director are distinct and separated withresponsibilities clearly defined to ensure a balance of power and authority. Generally, the Chairman ofthe Board is responsible for ensuring Board effectiveness and conduct, whilst the Managing Directorhas primary responsibilities for the day-to-day management of the Group and together with theexecutive Directors ensure that strategies, policies and matters approved by the Board and/or theExecutive Committee are effectively implemented.The presence of four (4) independent non-executive Directors fulfil a pivotal role in corporateaccountability. Essentially, independent non-executive Directors provide unbiased and independentviews, advice and judgement in the decision making process. As and when a potential conflictof interest arises, the Director concerned would declare his interest and abstain from thedecision-making process.On 14 March 2002, the Board has appointed Dato’ Seri Khalid Ahmad bin Sulaiman as the seniorindependent non-executive Director and he is available for communication of any concern, includingwith the shareholders and general public.All Directors attended the Mandatory Accreditation Programme (‘MAP’) prescribed by Kuala LumpurStock Exchange (‘KLSE’) during the financial year under review. The Directors will continue to undergoother relevant training programmes to further enhance their skills and knowledge where relevant.20IGB Annual Report 2001