Pg 108 - Berjaya Corporation Berhad

Statement on Corporate GovernanceThe Malaysian Code of Corporate Governance (“Code”) whichwas introduced in March 2000 and subsequently revised inOctober 2007, sets out the principles and best practices forcompliance by each organisation. Under the Listing Requirementsof Bursa Malaysia Securities Berhad (“Bursa Securities”), listedcompanies are required to state the extent of such compliance orprovide alternative measures in areas where there are deviationsfrom the principles and/or best practices.The following statement sets out the Group’s compliance withthe principles of the Code.A) DIRECTORSi) The BoardThe Board is primarily responsible for the strategicdirection of the Group. The Board meets regularly on aquarterly basis with additional meetings being convenedas necessary. For the financial year ended 30 April 2008,the Board met four (4) times. The record of attendancefor the Directors who held office as at the end of thefinancial year is set out below:-DirectorsAttendanceTan Sri Dato’ Thong Yaw Hong # 4/4Dato’ Robin Tan Yeong Ching 4/4Chan Kien Sing 4/4Freddie Pang Hock Cheng 4/4Rayvin Tan Yeong Sheik 4/4Datuk Robert Yong Kuen Loke 4/4Tan Sri Dato’ Jaffar Bin Abdul # 4/4Mohamed Saleh Bin Gomu # 4/4Seow Swee Pin 1/1*(Appointed on 17.12.2007)# Denotes Independent / Non-Executive Directors* Reflects the attendance and the number ofmeetings held during the period the Director heldoffice.There is a clearly accepted division of responsibilitiesbetween the Chairman and Chief Executive Officer toensure a balance of power and authority. The Chairmanis responsible for ensuring Board effectiveness andstandards of conduct. He has authority over the agendafor each Board meeting to ensure that all Directors areprovided with relevant information on a timely basis.The general agenda may include minutes of previousmeetings of the Board and its sub-committees, quarterlyfinancial results of the Group, issues requiring theBoard’s deliberation and approval, reports or briefingson operational and financial issues of major subsidiariesand other ad-hoc reportings.The Chief Executive Officer has overall responsibilityfor the Group’s business operations, organisationaleffectiveness and the implementation of Board policiesand decisions.Tan Sri Dato’ Jaffar Bin Abdul has been identified asthe Senior Independent Non-Executive Director of theBoard to whom concerns may be conveyed.iii) Supply of InformationAll Directors have full and timely access to informationconcerning the Company and the Group. Board papersand reports include the Group performance and majoroperational, financial and corporate information aredistributed to the Directors prior to Board Meetings andto enable Directors to obtain further clarifications and/or explanation, where necessary, in order to be properlybriefed before the meeting.All Directors have access to the advice and services ofthe Company Secretary and the senior Management staffin the Group and may obtain independent professionaladvice at the Company’s expense in furtherance of theirduties.iv) Appointment to the Boardii)Board BalanceThere are presently nine (9) Board members in BerjayaSports Toto Berhad comprising:-- The Chairman- The Chief Executive Officer- Four Executive Directors- One Non-Independent Non-Executive Director- Two Independent Non-Executive DirectorsThe qualifications and experience of each of the Directorare set out in the Directors’ profile on Page 3 to Page 7of the Annual Report.The Board is satisfied with its current composition whichcomprises a balanced mix of skills, knowledge, technicaland management expertise.The Nomination Committee currently comprise thefollowing members:-Tan Sri Dato’ Jaffar Bin AbdulChairman/Senior Independent DirectorTan Sri Dato’ Thong Yaw HongIndependent/Non-ExecutiveMohamed Saleh Bin GomuIndependent/Non-ExecutiveThe Committee is empowered by its terms of referenceand its primary function is to recommend to the Board,candidates for directorships of the Company and itssubsidiaries and Directors to fill the seats on BoardCommittees.24 Berjaya Sports Toto Berhad (9109-K) Annual Report 2008