2009 - TDM Berhad

46 TDM Berhad (6265-P)Statement on Corporate GovernanceAnnual General MeetingThe Annual General Meeting (“AGM”) is the crucial mechanism in shareholders’ communication. It gives an opportunity for allshareholders to have direct access to the Board and to raise questions on resolutions being proposed. Shareholders are encouragedto attend the AGM and actively participate in the proceedings.During the AGM, the Chairman, Directors and senior management are available to respond to shareholders’ questions on the businessand performance of the Company.A press conference is sometimes held immediately after AGM and the Chairman will explain to members of the media for any resolutionspassed and to answer any questions in relation to the development and operations of the Group.D. Accountability and AuditFinancial ReportingThe Board recognises the responsibility for ensuring the accounting records are properly kept and that the fi nancial statement are preparedin accordance with applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965.The Audit Committee assists by scrutinizing the information to be disclosed, to ensure accuracy, adequacy and transparency.Directors’ Responsibility StatementThe Board of Directors is responsible to ensure that the fi nancial statements of the Group and Company give a true and fair view of thestate of affairs of the Group and Company at the end of the fi nancial year including the results and cash fl ows for the fi nancial year.The Statement of Directors pursuant to Section 169 (15) of the Companies Act, 1965 signed by the YB Senator Datuk Haji Roslan binAwang Chik and Haji Zakaria bin K C Ahammu is set out on page 60.Internal ControlThe Board acknowledges its responsibilities for the Group’s system of internal controls which is to maintain a sound system of internalcontrol to safeguard shareholders’ investment and the Group’s assets. The system involves in each business and key management fromeach business including the Board and designed to meet the Group’s particular needs and to manage the risks which it’s exposed. Thissystem can only provide reasonable but not absolute assurance against misstatement or loss.The Statement on Internal Control is set out on page 53.Relationship with AuditorsThe Company maintains a transparent and appropriate relationship with the Group’s Auditors, both external and internal in seekingtheir professional advice towards ensuring compliance with applicable accounting standards and all statutory requirements. The ExternalAuditors are invited to attend the meetings to deliberate on their audit plan and annual fi nancial results,The role of the Audit Committee is described on the Report of Audit Committee on pages 49 to 52.The statement is made in accordance with a resolution of the Board of Directors dated 30 March 2010.