cont'd - KNM Steel Sdn Bhd

KNM GROUP BERHAD I Annual Report 201221Corporate Governance Statement (cont’d)The Audit Committee meets regularly at least four (4) times annually and all discussions, decisions and conclusionsare duly recorded in the minutes of meeting. Additional meetings may be held at the request of the Board, the AuditCommittee, the management, the external and internal auditors. The Audit Committee met five (5) times in 2012and the attendance of each member at the meetings is set out below:-Number of meetings attended %Dato’ Ab Halim bin Mohyiddin (Chairman) 5/5 100Datuk Karownakaran @ Karunakaran a/l Ramasamy* 5/5 100Dato’ Dr Khalid bin Ngah 5/5 100Note:* 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 and member of the Audit Committee on 14 March 2013.Nomination CommitteeThe Nomination Committee is chaired by the Independent Non-Executive Chairman. Its other members comprisethe Independent Non-Executive Directors. The Nomination Committee is mainly responsible for assessing andrecommending candidates with the required mix of skills and attributes to fill Board and Board Committees vacanciesas well as review or evaluate the appropriate balance, size, optimum mix of skills, experience and other qualitiesincluding core competencies which Non-Executive Directors will bring to the Board. The Nomination Committeerecommends to the Board the Directors who are seeking re-election subject to the approval of the shareholders atannual general meetings. The Nomination Committee also assesses on an annual basis the effectiveness of the Boardas a whole and the Board Committees as well as the respective individual Directors’ performance and contribution.All assessments and evaluations are duly discussed and recorded in the minutes of meeting.The Nomination Committee will meet at least once a year. In 2012, the Nomination Committee met up three (3) timesand the attendance of each member at the meetings is set out below:-Number of meetings attended %Dato’ Ab Halim bin Mohyiddin (Chairman) 3/3 100Ir Lee Swee Eng # 3/3 100Datuk Karownakaran @ Karunakaran a/l Ramasamy* 3/3 100Dato’ Dr Khalid bin Ngah 3/3 100Notes:* 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 and member of the Nomination Committee on 14 March 2013.# Ceased as member of the Nomination Committee on 14 March 2013.Remuneration CommitteeThe Remuneration Committee is chaired by the Senior Independent Non-Executive Director. Its other memberscurrently comprise an Independent Non-Executive Chairman, Executive Director/Chief Executive Officer and anIndependent Non-Executive Director. The Remuneration Committee is responsible for recommending to the Board,the remuneration of the Executive Directors, in all its forms, drawing from outside advice as necessary. With theavailability of Directors remuneration policy and market survey information from external sources or human resourcesconsultants, the Remuneration Committee ensures that the remuneration packages of the Directors are appropriateand competitive. All recommendations of the Remuneration Committee in respect of remuneration packages of theExecutive Directors are referred to the Board for approval.