cont'd - KNM Steel Sdn Bhd

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<strong>KNM</strong> GROUP BERHAD I Annual Report 201219Corporate Governance Statement (cont’d)The Independent Non-Executive Directors are independent of management and are free from any and all businessor other relationship which may materially affect or interfere with the exercise of their independent judgment. Therole of the Non-Executive Directors is to constructively review and help develop proposals on strategy, scrutinisethe performance of management in meeting agreed objectives, as well as monitoring the reporting of the Group’sperformance including satisfying themselves on the integrity of financial information, financial control and riskmanagement systems put in place by the Company are effective. Any queries or concerns regarding the Group maybe conveyed to Dato’ Ab Halim bin Mohyiddin, the present Chairman or any other Independent Director.Board Meetings and Supply of InformationThe Board meets on a scheduler basis of at least four (4) times a year. Additional Board meetings will be convenedas and when necessary. Dates for Board meetings are decided in advance after consultation with all Board members.In 2012, nine (9) Board meetings were held. The attendance of each Director at the Board meetings held during2012 is set out below:-Number of meetings attended %Dato’ Ab Halim bin Mohyiddin* 8/9 89Ir Lee Swee Eng* 9/9 100Datuk Karownakaran @ Karunakaran a/l Ramasamy # 9/9 100Dato’ Dr Khalid bin Ngah* 9/9 100Gan Siew Liat 7/9 78Chew Fook Sin 8/9 89Notes:* Dato’ Ab Halim bin Mohyiddin has been re-designated as Chairman of the Company in place of Ir Lee Swee Eng who hasrelinquished his position as Chairman on 29 April 2013. Dato’ Dr Khalid bin Ngah was re-designated as Senior IndependentNon-Executive Director on 29 April 2013.# Subsequent to the financial year ended 31 December 2012, Datuk Karownakaran @ Karunakaran a/l Ramasamy hadresigned as the Company’s Independent Non-Executive Director on 13 February 2013 and Madam Soh Yoke Yan wasappointed as the Independent Non-Executive Director on 14 March 2013.The Board has a formal schedule of matters specifically reserved to it for decision to ensure that the direction andcontrol of the Company are firmly in the Board’s hand. In consultation with the Board, the Chief Executive Officer andthe respective committees and/or management team, where applicable, will develop the Group’s corporate objectivesand set out the limits of empowerment for management’s or committees’ authority, duties and responsibilities.The Board stresses on having timely reports and full access to quality information which is not just historical orfinancial oriented but information which goes beyond assessing the quantitative performance of the Company and/or the Group. The Board also looks at other information such as customer satisfaction, product and service quality,market share, market reaction and so forth thereby enabling each Board member to participate in Board deliberationsand decisions as well as discharge their duties effectively.The Chief Executive Officer as assisted by the Company Secretaries, undertakes primary responsibility for organizinginformation necessary for the Board to deal with at Board meetings as well as the circulation of Board papers to allBoard members in a timely manner to facilitate effective deliberations of matters brought up in meetings. Duringthe course of a meeting, proposals put forth by management to the Board for the Board’s deliberation and decisionare provided with written reports and supporting documents with due facts, analysis and recommendations. TheChairman ensures that all Board members are given ample opportunity to express their views and opinions during themeeting. Constructive debates on issues before the Board are highly encouraged. External parties and managementrepresentatives may present to provide additional insights into matters to be discussed during Board meetings.Advisers and professionals appointed by the Company in relation to any corporate proposals would be invited toattend Board meetings to explain, advise and clarify any issues raised.
20<strong>KNM</strong> GROUP BERHAD I Annual Report 2012Corporate Governance Statement (cont’d)The Board is briefed on issues raised at Board and Board Committees meetings. All discussions, decisions andconclusions are duly recorded in the minutes of meeting. Such minutes are subsequently circulated to ensure thatall Directors are kept well informed of the Board’s and Board Committees’ activities and recommendations. Theseminutes are kept by the Company Secretaries and are open to inspection by the Directors at any time.Appointments to the Board and Size of BoardAll appointments to the Board and its various Board Committees are assessed and considered by the NominationCommittee. In making these recommendations, due consideration is given to the required mix of skills, knowledge,expertise, experience, professionalism and integrity that the proposed candidate(s) shall bring to complement theBoard and/or Board Committees. The Board may also consider and exercise judgment in determining the appropriatenumber and size of the Board relative to the level of investment by the shareholders in the Company.Re-electionIn compliance with the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”)and the provisions of the Company’s Articles of Association (“Articles”), all Directors of the Company shall retire fromoffice at least once in every three (3) years but shall be eligible for re-election at the annual general meeting. NewDirector(s) appointed during any year shall retire and seek re-appointment at the next annual general meeting. Thisprovides an opportunity for shareholders to renew their mandates and ensures that shareholders have a regularopportunity to reassess the composition of the Board.At the forthcoming annual general meeting, one-third of the Board of Directors are subject to retirement by rotationpursuant to the provisions of the Company’s Articles. The re-election of the Directors concerned will be voted onby shareholders at the said annual general meeting. To assist shareholders in their decision, information on eachDirector standing for re-election is set out in the Profile of Directors.THE BOARD COMMITTEESCurrently, there are three (3) standing Board Committees, comprising the Audit Committee, Nomination Committeeand Remuneration Committee. Each Board Committee operates within the approved and clearly defined termsof reference and reports to the Board with their findings and recommendations. Extension of such authority maybe expressly given for a specific purpose and the Board may delegate to such Board Committees or other ad hocCommittees to act on its behalf.Audit CommitteeAll the present Audit Committee members are Independent Directors. The Audit Committee is chaired by theIndependent Non-Executive Chairman who is a member of the Malaysian Institute of Accountants and the MalaysianInstitute of Certified Public Accountants. Its other members comprise the Independent Non-Executive Directors.The duties of the Audit Committee include inter alia, reviewing the Group’s accounting policies, financial reportingprocedures, the Group’s system of internal controls, status of the Group’s risks and approval of the annual internalaudit plan. In addition, all the Audit Committee members are able to read, analyse and interpret the quarterly resultsand year end financial statements from the external auditors in order to effectively discharge their functions.The Company’s internal and external auditors do attend at the Audit Committee meetings and they have the opportunityto raise matters or concerns independently or separately with the Audit Committee without the presence of anyExecutive Director or management staff. The Chairman and Audit Committee members have free and direct accessto consult, communicate and enquire with any senior management of the Company and the external and internalauditors of the Company at any time to stay informed of all matters affecting the Company.The Audit Committee has explicit authority to investigate any matter within its terms of reference and full access toall information and resources required. Further details of the terms of reference and activities of the Audit Committeeduring the year are set out in the Audit Committee Report.
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