2009 - TDM Berhad

TDM Berhad (6265-P) 45Statement on Corporate GovernanceB. Directors RemunerationThe level and make up of remunerationThe remuneration of all Directors is reviewed by Nomination and Remuneration Committee (NRC). The NRC has a structured procedurefor the full Board to approve remuneration of all Non-Executive Directors which is based on experience and expertise needed to assist inmanaging the Group and level of responsibilities of the Directors concerned.ProcedureThe NRC recommends the remuneration framework and package of all Directors. Directors do not participate in decisions regarding theirown remuneration packages. The Directors’ fees are approved at the Annual General Meeting by shareholders.DisclosureThe details of the remuneration of the Directors for the fi nancial year ended 31 December 2009 are stated as below:Group (RM’000) Company (RM’000) Total (RM’000)Executive DirectorFees and other emoluments 14 – 14Non-Executive DirectorsFees and other emoluments 1,134 575 1,709Benefi ts-in-kind 51 17 68Share based payment 258 – 258The aggregate remuneration of Directors of the Company for the fi nancial year ended 31 December 2009, in respective bands as follows:Range of RemunerationNo. of DirectorsExecutive DirectorRM400,001 – RM500,000 –Non-Executive Directors< RM50,000 5RM50,001 to RM100,000 3Above RM100,000 1C. Relationship with Shareholders and InvestorsThe Group recognises the importance and timely dissemination of information to shareholders and other stakeholders. The Groupadheres strictly to the disclosure requirements under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”).All major developments of the Group and other information are communicated to the investors through the following:(i) The Annual Report;(ii) Quarterly fi nancial results with an overview of the Group’s performance and operations;(iii) Various announcements and disclosures made to BMSB;(iv) The Company’s website (http://www.tdmberhad.com.my); and(v) Various announcements can be accessed at any time through the BMSB’s website at (HYPERLINK http://www.bursamalaysia.com)