Quality - UAC Berhad

Corporate Governance StatementThe Board of UAC BERHAD is pleased to report to shareholders on the manner the Group has applied the principles,and the extent of compliance with the best practices of corporate governance, as set out in Part 1 and Part 2respectively of the Malaysian Code on Corporate Governance (“the Code”), pursuant to Paragraph 15.26 of the ListingRequirements of Bursa Malaysia Securities Berhad.THE BOARD OF DIRECTORSThe Board has the overall responsibility for corporate governance, strategic direction, formulation of policies andoverseeing the investment and business of the Group. The various policies, procedures and guidelines present in theGroup clearly set out the roles, responsibilities and authorities of staff of the Group, and ensure that the direction andcontrol of the Group rests firmly with the Board. The Board has established a formal schedule of matters reserved toitself for decision; this includes the approval of corporate plans and budget, acquisition and divestment policy, majorcapital expenditure and significant financial matters.The Board has in place clear terms of reference for the Board, the Chairman and the Executive Director, spelling outtheir duties and responsibilities.The Board met five (5) times during the year ended 31 December 2005. Details of attendance by Directors are as follows:AttendanceJen (B) Tan Sri Dato' Mohd Ghazali bin Haji Che Mat 5/5Tan Sri Dato' Lodin bin Wok Kamaruddin 5/5Datuk Alladin Hashim 5/5Tan Sri Dato' Haji Hanafiah bin Haji Ahmad 5/5Dato' (Dr.) Megat Abdul Rahman bin Megat Ahmad 5/5Koo Hock Fee 5/5Tan Leh Kiah (Appointed on 14 November 2005) 1/1Li Heng Tiong @ Lee Heng Tiong (Resigned on 30 June 2005) 3/3Dato' Siew Nim Chee (Resigned on 2 August 2005) 2/3BOARD BALANCEThere were some changes to the composition of the Board since the end of the previous financial year. However, thecomposition of the Board was always maintained so that not less than one-third of the Board members wereIndependent Directors in compliance with Paragraph 15.02 of Bursa Malaysia Listing Requirements.At the present moment, the Board has seven members, comprising six non-executive Directors (including theChairman) and one executive Director, with three of the Directors being Independent Directors. Collectively, theDirectors have a wide range of business, financial and technical experience. This mix of skills and experience is vitalfor the successful direction of the Group. A brief profile of each Director is presented on pages 10 to 14.The role of the Chairman and the Chief Executive Officer/Managing Director are separate and clearly defined, so as toensure that there is a balance of power and authority.27