Annual Report 2012 - IOI Group

The Board has identified Datuk Hj Mohd Khalil b Dato’ Hj MohdNoor as the Senior Independent Non-Executive Director of theBoard to whom concerns (of shareholders, management or others)may be conveyed. The Senior Independent Non-Executive Directormay be contacted at Tel: +(603) 8947 8953 and email: datuk.mohd.khalil@ioigroup.com.Board MeetingsThe Board has at least five (5) regularly scheduled meetingsannually, with additional meetings for particular matters convenedas and when necessary. Board meetings bring an independentjudgement to bear on issues of strategies, risks, performance,resources and standards of conduct.Eight (8) Board meetings were held during the financial yearended 30 June 2012. The attendance record of each Director sincethe last financial year was as follows:TotalNumber ofMeetingsNumber ofMeetingsAttendedExecutive DirectorsTan Sri Dato’ Lee Shin Cheng 8 8Dato’ Lee Yeow Chor 8 8Lee Yeow Seng 8 7Lee Cheng Leang 8 7Non-Executive DirectorsDatuk Hj Mohd Khalil b8 8Dato’ Hj Mohd NoorDatuk Karownakaran @8 7Karunakaran a/l RamasamyQuah Poh Keat 8 7Lim Tuang Ooi 8 8Cheah Tek Kuang(Appointed on 22 August 2012)– –Supply of InformationAll Board members are supplied with information in a timelymanner. Board reports are circulated prior to the Board meetingsto enable the Directors to obtain further information andexplanation, where necessary, before the meetings.The Board reports include, amongst others, periodical financialand corporate information, significant operational, financial andcorporate issues, performance of the various business units andmanagement proposals that require Board’s approval.Detailed periodic briefings on industry outlook, companyperformance and forward previews (forecasts) are also conductedfor the Directors to ensure that the Board is well informed of thelatest market and industry trends and developments.The Board has direct access to the advice and services of two (2)Company Secretaries who are responsible to the Board for ensuringthat all Board procedures are followed and that applicable lawsand regulations are complied with. These include obligations onDirectors relating to disclosure of interests and disclosure of anyconflicts of interest in transactions with the Group. The CompanySecretaries are also charged with highlighting all issues which theyfeel ought to be brought to the Board’s attention. BesidesCompany Secretaries, independent Directors also have unfetteredaccess to the financial and legal officers as well as the internalauditors of the Company.In exercising their duties, Board committees are entitled to obtainprofessional opinions or advice from external consultants such asinvestment bankers, valuers, human resource consultants, etc.Annual Report 2012IOI CORPORATION BERHAD 87