2009 - TDM Berhad

44 TDM Berhad (6265-P)Statement on Corporate GovernanceSupply of InformationThe Board is supplied with timely and suffi cient information. Advance notice is given for all scheduled and a full set of Board paper forconsideration is distributed before each meeting to enable Directors to study matters that require their decisions or opinion prior to theBoard meetings.All Directors have direct access to the advice and services of the Company Secretaries whether as full Board or in their individual capacity,in the furtherance of their duties. The Directors are regularly updated on new statutory as well as regulatory requirements relating to theduties and responsibilities of Directors. Directors, whether acting as a full Board or in their individual capacity, may obtain independentprofessional advice in the furtherance of their duties, at Company’s expense.Appointment to the BoardA Nomination and Remuneration Committee has been set up to recommend on new appointments to the Board. The Board is entitledto the services of the Company Secretaries who will ensure that all appointments are made in a proper manner and that all relevantinformation is obtained and all legal and regulatory requirements are met.Directors’ TrainingAll Directors are encouraged to continue to attend such further training as may be required from time to time to keep abreast withdevelopments in the industry as well as the current changes in laws and regulations and to enhance their knowledge and skills.Conferences, seminars and training programmes attended by Directors in year 2009 were as follows:-• PIPOC 2009 International Palm Oil Conference• Getting up to speed with Governance• Mandatory Accreditation Program (MAP) for directors of Public Listed Companies• Annual Palm & Lauric Oils Conference and Exhibition Price Outlook 2009/2010• Read, Analyse & Interpret Financial StatementsBoard CommitteeIn order to enhance business and operational effi ciency, the Board has delegated certain responsibilities to the Board Committees, i.e.Audit Committee and Nomination and Remuneration Committee.(a)Audit CommitteeThe Audit Committee has three (3) members comprising of two (2) Independent Non-Executive Directors and one (1) Non-IndependentNon-Executive Director.• Haji Rahmat bin Awi (Chairman) (Resigned on 11 January 2010)• Haji Long Bin Rahman (Chairman) (Appointed on 31 January 2010)• Haji Zakaria bin K C Ahammu• Wong Shew YongThe Audit Committee is responsible to review and investigate any matters within its Terms of Reference. In order to discharge itsduties, it gathers information from Directors or staff and seeks professional advice when necessary.The report of Audit Committee is presented on pages 49 to 52.(b)Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee has three (3) members comprising two (2) Independent Non-Executive Directorsand one (1) Non-Independent Non-Executive Director.• Haji Zakaria bin K C Ahammu (Chairman)• Dato’ Haji Abdul Razak bin Ismail• Haji Long bin A. RahmanThe Committee makes recommendations on all new appointments to the Board, reviews the structure, size, balance and effectivenessof the Board as a whole and also the contribution of each director and recommends to the Board on the re-election of retiring Boardmembers.Re-election of DirectorsIn accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to re-election byshareholders at the next Annual General Meeting after their appointment. Also, at least one-third ( 1 / 3 ) of the remaining Directors are requiredto submit themselves for re-election at least in every three (3) years at the Annual General Meeting.