2009 - TDM Berhad

TDM Berhad (6265-P) 43Statement on Corporate GovernanceThe Board of Directors of the Company fully supports the recommendations of the Malaysia Code on Corporate Governance (“Code”)which sets out the broad principles for good corporate governance and best practices for listed companies to ensure that good corporategovernance is practiced throughout the Group to effectively discharge its responsibilities to safeguard shareholder’s investments and enhanceshareholder’s value.As part of the review process based on the Code, the Internal Audit function has independently assessed input from the Board of Directors viaself performance evaluation sheet to ascertain the level of Code compliant.The following principle statements outline the application of the principles of Corporate Governance by the Group.A. DirectorsThe Board of DirectorsThe Board has overall responsibility for corporate governance, strategic direction and overseeing the investments of the Group.All Board members bring an independent judgment to bear on issues of strategy, performance, resources, code of conduct and ensuringthe existence of appropriate processes and internal controls to identify and manage risks.The Board meets regularly to review corporate strategies, operations and performance of business units within the Group. There were eight(8) Board of Directors’ meetings during the fi nancial year ended 31 December 2009. The number of meetings attended by each director isas follows:No. ofmeetingsMembersattended %Haji Zakaria bin K C Ahammu 7/8 88Dato’ Haji Abdul Razak bin Ismail 6/8 75Dato’ Haji Adzlan bin Mohd Dagang 5/8 63Wong Shew Yong 7/8 88YB Senator Datuk Haji Roslan bin Awang Chik (Chairman) (Appointed on 13 January 2009) 7/8 88Haji Long bin A. Rahman (Appointed on 13 January 2009) 8/8 100Mohd Noor bin Dato’ Mohamad (Resigned on 1 January 2010) 7/8 88Haji Rahmat bin Awi (Resigned on 11 January 2010) 7/8 88Ramli bin Shahul Hameed (Resigned on 31 January 2010) 7/8 88Board BalanceThe Board, as at the date of this statement, consists of six (6) members. All six (6) are Non-Executive Directors (including the Chairman).Two (2) of them are Independent and four (4) are Non-Independent.The Directors bring a wide range business and fi nancial experience relevant to the direction and objectives of the Group in achieving thevision of the Company.There is a distinct and clear division of responsibility between the Chairman and Chief Executive Offi cer to ensure there is a balanceof authority. The role of the Chairman and the Chief Executive Offi cer are separated and clearly defi ned. The Chairman is responsiblefor ensuring Board effectiveness and conduct whilst the Chief Executive Offi cer has overall responsibilities over the operating units,organisational effectiveness and implementation of Board policies and decisions.The presence of Independent Non-Executive Directors fulfi ls a pivotal role in corporate accountability. The role of these IndependentNon-Executive Directors is particularly important as they provide independent views, advice and judgement and ensuring strategies proposedby the management are fully discussed and evaluated, having considered the long term interests of stakeholders. The Board is satisfi edwith the Board’s composition in respect of representation of minority shareholders with the Independent Directors.Senior Independent Non-Executive DirectorHaji Zakaria bin K C Ahammu has been appointed as the Senior Independent Non-Executive Director of the Board on 25 February 2010to whom the shareholders can convey their concerns.The profi les of the members of the Board are presented on pages 8 to 10 of this annual report.