2003 - KNM Steel Sdn Bhd

KNM GROUP BERHAD (521348-H)CORPORATE GOVERNANCE STATEMENTThe Board is committed to ensure that the highest standards of corporate governance is practicedthroughout the Group to protect and enhance profitability and corporate accountability to realiseshareholder value as well as the interest of its other stakeholders.Following the above, the Board is pleased to report to shareholders the manner which the Company has in its opinionapplied the Principles of Corporate Governance and the extent of the Company’s compliance with the Best PracticesCode as set out in Part 1 and Part 2 respectively of the Malaysian Code on Corporate Governance (the Code) pursuantto Paragraph 15.26 of the Listing Requirements of the Bursa Malaysia Securities Berhad (the Listing Requirements).BEST PRACTICESSave for the exceptions set out below, the Company is, in the opinion of the Board, in substantial compliance upon andafter the quotation and listing of its shares on the Second Board of the Bursa Malaysia Securities Berhad on 11 August2003, with the Principles and Best Practices of the Code:The Board has considered the disclosure of details of the remuneration of each Director following Best PracticesProvision B.III against the compliance of a related disclosure required under the Listing Requirements, and is of the viewthat the transparency and accountability aspects of corporate governance as applicable to the Directors’ remunerationare adequately served by the “band disclosure” mode.CORPORATE GOVERNANCEThe Board has overall responsibility for corporate governance, strategic direction and overseeing the investments ofthe Company.Structure of the BoardThe Company is led and managed by an experienced Board, comprising members with a wide range of business,financial and technical backgrounds required for the management of the Group. All Board members participate fullyin decisions on key issues involving the Group and bring an independent judgment to bear on issues on strategy,performance, resources and standards of conduct.The wide spectrum of skills and experience gives added strength to the leadership, enabling the Company to rest firmlyin the charge of accountable and competent Board.The roles of the Chairman and the Managing Director are separate and each has a clearly accepted division ofresponsibilities to ensure a balance of power and authority.The Board comprises 9 members, 3 of which are Independent Non-Executive Directors, which complies with the onethirdrequirement for independent Directors to be on the Board. The profiles of each Director are presented on pages9 to 11 of this Annual Report. From the profiles, the Board has within its professionals drawn from varied backgrounds,bringing in-depth and diversity in experience and perspectives to the Group’s business operations.The role of Independent Non-Executive Directors is particularly significant as they provide unbiased and independentviews, advice and judgment to take into account interests not only of the Group but also of shareholders, employees,customers and other communities in which the Group conducts its business. The Independent Non-Executive Directorsensure that the strategies proposed by the management are fully deliberated and examined, taking into account thelong-term interests of all stakeholders, and contribute to the formulation of policy and decision-making through theirexpertise and experience.The concept of independence adopted by the Board is consistent with the definition of an independent director as setout in Paragraph 1.01 of the Listing Requirements.182003 ANNUAL REPORT