2003 - KNM Steel Sdn Bhd

KNM GROUP BERHAD (521348-H)CORPORATE GOVERNANCE STATEMENTBOARD MEETINGSThere has been 2 meetings held in the current financial year. 1 of the 2 meetings was held immediately prior to thelisting of the Company on 11 August 2003.It is the commitment of the Board to:1. meet at least 4 times a year, including additional meetings as and when required;2. supply the Board and its committees with adequate information to enable them to discharge their responsibilities;and3. carry out a full appraisal of new investments and business proposals, reviews the management or performanceof the business of subsidiaries or existing investments and any other strategic issues that affect or may affect theGroup’s business.In the intervals between Board meetings, for matters requiring urgent Board decisions, Board approvals are soughtthrough circular resolutions which contain sufficient information required to make an informed decision.Where a potential conflict of interest arise in the Group’s investment, project or any transactions involving directors’interest, such director is required to declare his or her interest and abstain from further discussion and the decisionmaking process.The following is a record of attendance of the Board members:DirectorsNumber of Meetings AttendedYBhg. Dato’ Abdul Rani bin Mohd Razalli 2Ir Lee Swee Eng 2Lee Hui Leong 2Sofiyan bin Yahya 2Gan Siew Liat 2Chew Fook Sin 2Lim Yu Tey 2YBhg. Dato’ Ab. Halim bin Mohyiddin 2Mohamed Tajudin bin Mohd Alias 2SUPPLY OF INFORMATIONAll Directors are briefed by the use of papers to allow proper consideration of the matters on the agenda. The Boardpapers include the agenda and reports relevant to the issues of the meeting covering the areas of strategic, financialand operational matters. The Board may request for additional information to regular reporting as it requires. Themeeting agenda is designed to meet the Board’s objectives and all Directors have complete access to all relevantinformation. The Managing Director keeps the Board informed on a timely basis of all material matters affecting theGroup’s performance and major developments within the Group.The Board has delegated certain responsibilities to the Audit Committee, which operates within clearly defined termsof reference. The Chairman of this Committee reports the outcome of Audit Committee meetings to the Board.The Board is fully aware and acts on its specifically reserved matters for decision to ensure that the direction andcontrol of the Company is firmly in its hands. Such matters, outlined in the Company’s limits of authority, clearlyestablish the authorities of the Management and the Board.It is the intention of the Board that the Board will, for each financial year and in advance, approve the Company’splans and budgets including cash flow forecasts for the year and outlined projections for subsequent years, thepreparation of which is one of the key responsibilities of the Managing Director. These plans and budgets are preparedby the respective operating and support service units and reviewed by the Managing Director prior to seeking theBoard’s approval. The Board intends that both the Company’s management and the Board receive and review thebudget results on a periodic basis and that an in-depth explanation and presentation of the results and variancesagainst the budget are submitted by the Managing Director to the Board on a quarterly basis.The full Board as well as any members of the Board may in furtherance of their duties take independent professionaladvice if necessary, at the Company’s expense. All Directors have access to the advice and services of the CompanySecretaries who are responsible for ensuring that Board procedures are adhered to and that the applicable laws, rules,regulations, guidelines and requirements are complied with.2003 ANNUAL REPORT19