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Set out below is the manner with which the Group has applied the principles of good governance and the extent to which it has complied with the best practices set out in the Code. These principles and best practices have been applied and complied with throughout the year ended 31 December 2004. BOARD RESPONSIBILITIES The Board is responsible for the corporate governance practices of the Group. It guides and monitors the affairs of the Group on behalf of the shareholders and retains full and effective control over the Group. The key responsibilities include the primary responsibilities prescribed under best practice AA 1 of the Code. These cover a review of the strategic direction for the Group and overseeing the business operations of the Group, evaluating whether these are being properly managed. The responsibility for matters material to the Group is in the hands of the Board, with no individual having unfettered powers to make decisions. In performing their duties, all Directors have access to the advice and services of the Company Secretary and if necessary, may seek independent professional advice about the affairs of the Group. The Board has a formal schedule of matters reserved to itself for decision, including the overall Group strategy and direction, acquisition and divestment policy, approval of major capital expenditure projects and significant financial matters. 23
24 Corporate Governance COMPOSITION OF THE BOARD The Board currently has six (6) members, comprising one (1) executive Director and five (5) non-executive Directors. Three of the Directors are independent Directors, which is in excess of the listing requirement of onethird. Together, the Directors bring characteristics which allow a mix of qualifications, skills and experience which is necessary for the successful direction of the Group. A brief profile of each Director is presented on pages 4 to 9 of this annual report. The Group practises a division of responsibility between the Chairman and the Group Managing Director and there is a balance of executive, non-executive and independent non-executive Directors. The roles of the Chairman and Group Managing Director are separate and clearly defined, and are held individually by two persons. The Chairman is primarily responsible for the orderly conduct and working of the Board whilst the Group Managing Director has the overall responsibility for the day-to-day running of the business and implementation of Board policies and decisions. Y. Bhg. Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad is the senior independent non-executive Director. Any concerns regarding the Group may be conveyed to him. The terms and conditions of the appointment of Directors are set out in a letter of appointment that sets out, amongst others, the procedures for dealing with conflicts of interest and the availability of independent professional advice. The Board is satisfied that the current Board composition fairly reflects the interests of minority shareholders within the Group. BOARD MEETINGS Board meetings are held at quarterly intervals with additional meetings convened for particular matters, when necessary. All Directors are fully briefed in advance of Board meetings on the matters to be discussed and have access to any further information they may require. The Board may, whenever required, set up committees delegated with specific powers and responsibilities.
Page 1 and 2: 22 corporate governance 38 chairman
Page 3 and 4: 2 Board of Directors
Page 5 and 6: 4 Directors’ Profile Y. Bhg. Gen.
Page 7 and 8: 6 TOP Y. Bhg. Lt. Gen. (R) Dato’
Page 9 and 10: 8 Y. Bhg. Dato’ (Dr.) Megat Abdul
Page 11 and 12: 10 Corporate Information Directors
Page 13 and 14: 12 Senior Management Team En. Danie
Page 15 and 16: 14 Senior Management Team En. Andre
Page 17 and 18: 16 THE BOARD OF DIRECTORS OF BOUSTE
Page 19 and 20: 18 TERMS OF REFERENCE OF THE AUDIT
Page 21 and 22: 20 ACTIVITIES DURING THE FINANCIAL
Page 23: 22 corporate governance THE BOARD O
Page 27 and 28: 26 Corporate Governance INFORMATION
Page 29 and 30: 28 Corporate Governance Remuneratio
Page 31 and 32: 30 Corporate Governance DIRECTORS
Page 33 and 34: 32 Statement on Internal Control BO
Page 35 and 36: 34 Statement on Internal Control IN
Page 37 and 38: 36 1,300 1,040 780 520 260 0 Five Y
Page 39 and 40: 38 chairman’s statement DEAR SHAR
Page 41 and 42: 40 ECONOMIC LANDSCAPE On the broade
Page 43 and 44: 42 FINANCIAL PERFORMANCE The facts
Page 45 and 46: 44 Although the privatisation of Bo
Page 47 and 48: 46 In addition, other programmes we
Page 49 and 50: 48 OUTLOOK AND PROSPECTS On a Group
Page 51 and 52: 50 chief executive’s review DEAR
Page 53 and 54: 52 Chief Executive’s Review CORPO
Page 55 and 56: 54 In 2004, the division registered
Page 57 and 58: 56 In addition, our commercial clon
Page 59 and 60: 58 The appeal of this design lies i
Page 61 and 62: 60 Year 2004 was an exceptional yea
Page 63 and 64: 62 Up north in Bukit Mertajam, Jern
Page 65 and 66: 64 The division’s contribution of
Page 67 and 68: 66 The division recorded strengthen
Page 69 and 70: 68 TRADING Boustead Global Trade Ne
Page 71 and 72: 70 improving supply and demand tren
Page 73 and 74: 72 Directors’ Report The Director
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74 Directors’ Report DIRECTORS’
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76 Directors’ Report EMPLOYEES’
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78 Directors’ Report OTHER STATUT
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80 Statement by Directors and Statu
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82 Auditors’ Report We are satisf
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84 Balance Sheets For the year ende
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86 Statements of Changes in Equity
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88 Statements of Changes in Equity
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90 Cash Flow Statements For the yea
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92 Accounting Policies (c) ASSOCIAT
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94 Accounting Policies (f) PROPERTY
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96 Accounting Policies (l) EMPLOYEE
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98 Accounting Policies (p) FINANCIA
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100 Notes to the Financial Statemen
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140 Boustead Group Group Interest %
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142 Boustead Group Group Interest %
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144 Recurrent Related Party Transac
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146 Recurrent Related Party Transac
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148 Group Property Portfolio Age of
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154 Location of Group Plantation Pr
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156 Shareholding Statistics Analysi
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158 ORDINARY BUSINESS NOTICE IS HER
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160 Notice of Annual General Meetin
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Boustead Management Services Sdn Bh
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