Directors' Responsibilities Statement on Financial ... - Bursa Malaysia
Directors' Responsibilities Statement on Financial ... - Bursa Malaysia
Directors' Responsibilities Statement on Financial ... - Bursa Malaysia
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<str<strong>on</strong>g>Statement</str<strong>on</strong>g> of Corporate Governance (c<strong>on</strong>tinued)<br />
Further, the Directors are required to attend the C<strong>on</strong>tinuing Educati<strong>on</strong><br />
Programme prescribed by the Kuala Lumpur Stock Exchange Listing<br />
Requirements. They are encouraged to attend other forums, seminars<br />
and programmes to increase their knowledge in laws/regulati<strong>on</strong>s and<br />
business practices from time to time.<br />
Re-electi<strong>on</strong><br />
In accordance with the Company's Articles of Associati<strong>on</strong>, a newly<br />
appointed Director is subject to retirement and is entitled for re-electi<strong>on</strong><br />
at the first annual general meeting after his/her appointment. All<br />
Directors retire <strong>on</strong> a rotati<strong>on</strong>al basis <strong>on</strong>ce every three (3) years and are<br />
entitled to offer themselves for re-electi<strong>on</strong> at the Company's annual<br />
general meeting. N<strong>on</strong>e of the Executive Directors has a service<br />
c<strong>on</strong>tract where the notice period for terminati<strong>on</strong> is more than <strong>on</strong>e (1)<br />
year.<br />
For re-electi<strong>on</strong> of Directors at the annual general meeting, the notice of<br />
annual general meeting will state the name of the Directors seeking to<br />
be re-elected with a brief descripti<strong>on</strong> of their:<br />
– Age and nati<strong>on</strong>ality<br />
– Status (whether independent or n<strong>on</strong>-independent)<br />
– Relevant experience / qualificati<strong>on</strong>s / occupati<strong>on</strong>s<br />
– Directorships in other listed companies<br />
– Shareholding in the Company and its subsidiaries<br />
– Family relati<strong>on</strong>ship with any directors and/or substantial<br />
shareholders of the Company<br />
– Any c<strong>on</strong>flict of interest with the Company<br />
– Any c<strong>on</strong>victi<strong>on</strong>s for offences within the past 10 years other than<br />
traffic offences<br />
The moti<strong>on</strong> to re-elect Directors is voted <strong>on</strong> individually.<br />
Remunerati<strong>on</strong> and Nominati<strong>on</strong> Committee<br />
In accordance with the best practices of the Code, the Company had<br />
established a Remunerati<strong>on</strong> and Nominati<strong>on</strong> Committee (“R&N<br />
Committee”) <strong>on</strong> 24 September 2001. The Board has decided to<br />
combine the functi<strong>on</strong>s of the Remunerati<strong>on</strong> Committee and<br />
Nominati<strong>on</strong> Committee into <strong>on</strong>e R&N Committee. Its present<br />
members, all of whom are N<strong>on</strong>-Executive Directors, are:<br />
Chieng Ing Hu<strong>on</strong>g (Chairman)<br />
Y. Bhg. Dato’ Mohd Ismail bin Che Rus<br />
Teo Ek Tor<br />
During the year, the R&N Committee held <strong>on</strong>e (1) meeting.<br />
24 Nylex Annual Report 2003<br />
The R&N Committee is resp<strong>on</strong>sible for identifying, recruiting and<br />
making recommendati<strong>on</strong>s to the Board <strong>on</strong> new Board and Board<br />
Committee appointments and the re-electi<strong>on</strong> of retiring Directors. It will<br />
review the required mix of skills and experiences of the Directors of the<br />
Board as a whole.<br />
The R&N Committee has been established to facilitate the discharge of<br />
the Board’s stewardship resp<strong>on</strong>sibility over the remunerati<strong>on</strong> of the<br />
Company’s Directors. In this respect, the R&N Committee will seek<br />
professi<strong>on</strong>al advice with a view to establish suitable practices,<br />
procedures and processes for an effective annual assessment of the<br />
effectiveness of the Board as a whole and of the c<strong>on</strong>tributi<strong>on</strong> of each<br />
individual Director and Board Committee member. The R&N<br />
Committee will also seek professi<strong>on</strong>al advice as to the level of the<br />
remunerati<strong>on</strong> to be paid to each individual Director, after taking into<br />
account the market practices.<br />
It is the Group’s practice that the Executive Directors are to be<br />
rewarded after taking into account the Group’s financial performance<br />
as well as market comparis<strong>on</strong>s and competitive pressures in the<br />
industry. For N<strong>on</strong>-Executive Directors, the level of remunerati<strong>on</strong> reflects<br />
the amount paid by other comparable organisati<strong>on</strong>s.<br />
The Company reimburses reas<strong>on</strong>able out-of-pocket expenses incurred<br />
by the Directors in the course of their duties as Directors of the<br />
Company. It is the ultimate resp<strong>on</strong>sibility of the Board to approve the<br />
remunerati<strong>on</strong> of the Directors. Director’s fees are subject to the<br />
shareholder’s approval at the annual general meeting.<br />
Directors’ Remunerati<strong>on</strong><br />
The breakdown of the remunerati<strong>on</strong> received and receivable by the<br />
Directors from the Company and its subsidiaries during the financial<br />
year is disclosed in note 6 to the financial statements <strong>on</strong> page 57 of<br />
this Annual Report.<br />
Shareholders<br />
Investors’ Relati<strong>on</strong>s and Shareholders’ Communicati<strong>on</strong><br />
The Board recognises the importance of accountability to its<br />
shareholders, stakeholders and investors through proper, timely and<br />
adequate disseminati<strong>on</strong> of informati<strong>on</strong> <strong>on</strong> the Group’s performance<br />
and other development via an appropriate channel of communicati<strong>on</strong>.<br />
The annual reports, the interim results announcements and other<br />
announcements, the circulars to shareholders and press releases are<br />
the primary modes of communicati<strong>on</strong> to report the Group’s business,<br />
results and other major developments to its shareholders, stakeholders<br />
and investors.