2003 - KNM Steel Sdn Bhd

KNM GROUP BERHAD (521348-H)CORPORATE GOVERNANCE STATEMENTBOARD COMMITTEESThe Board has established and delegated certain responsibilities to Board Committees, which operate within clearlydefined terms of reference. These committees are:Audit CommitteePlease refer to the Audit Committee Report on pages 14 to 16 of this Annual Report.Nomination CommitteeIn compliance with the Listing Requirements, a Nomination Committee was set up by the Board on 5 August 2003. TheCommittee comprises 3 Independent Non-Executive Directors, who are:1. Lim Yu Tey (Senior Independent Non-Executive Director)2. YBhg. Dato’ Ab. Halim bin Mohyiddin (Independent Non-Executive Director)3. Mohamed Tajudin bin Mohd Alias (Independent Non-Executive Director)The Chairman of the Nomination Committee has not been elected from amongst its members as the Committee has notheld its first meeting.It is the commitment of the Board to ensure that the Committee meets once a year or when required to discharge itsprimary functions, which are to:(i)(ii)assess the suitability of individuals proposed by the Board by taking into account the individual’s skill, expertiseand/or experience as well as his other commitments, resources, time and effectiveness of the Board as a wholeon an ongoing basis; andin the event of any vacancy affecting the Board, review:(a)(b)the suitability of candidates proposed by the Board to fill vacancies on the Board arising from any resignation,dismissal or such other like causes; andrecommend to the Board the re-appointment of Executive Directors of the Company who are due forretirement by rotation.Remuneration CommitteeIn compliance with the Listing Requirements, a Remuneration Committee was set up by the Board on 5 August 2003.The Committee is made up of 2 Independent Non-Executive Directors and 1 Executive Director. The Committee meetsonce a year and when required to consider all aspects of the Executive Directors’ performance, employment, remunerationand incentives. Nevertheless, the determination of remuneration packages for Executive and Non-Executive Directorsis a matter of the Board as a whole and individuals are required to abstain from discussing their own remuneration.The primary functions of the Committee are to:(i)(ii)(iii)recommend the remuneration structure for Executive Directors, taking into consideration their individual performanceagainst their targets and responsibilities;recommend any benefits, emoluments, pension or incentive scheme entitlement, other bonuses, fees and expensesof executive directors and any compensation payable on the termination of such employment or service by theCompany and to review changes in policy, where necessary; andWhere required, review with the Executive Directors, their goals and objectives in assessing performance.The members are:1. Mohamed Tajudin bin Mohd Alias (Independent Non-Executive Director) - Chairman2. Lim Yu Tey (Senior Independent Non-Executive Director)3. Ir. Lee Swee Eng (Executive Director)2003 ANNUAL REPORT21