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The Board has established the following Committees to assist the Board in the execution of its duties: • Audit Committee • Employees’ Share Option Scheme Committee (ESOS Committee) • Nomination Committee • Remuneration Committee The number of meetings of the Board and Board Committees held during the year were: Board of Directors 4 meetings Audit Committee 5 meetings ESOS Committee 1 meeting Nomination Committee 1 meeting Remuneration Committee 1 meeting Name of Director Status of Directorship Independent Attendance of Meetings Y. Bhg. Gen. (R) Tan Sri Dato’ Non-executive Chairman No 4/4 Mohd Ghazali Hj. Che Mat Y. Bhg. Tan Sri Dato’ Lodin Group Managing Director No 4/4 Wok Kamaruddin Y. Bhg. Lt. Gen. (R) Non-executive Director Yes 4/4 Dato’ Mohd Yusof Din Tuan Hj. Johari Muhamad Abbas Non-executive Director Yes 4/4 Y. Bhg. Dato’ (Dr.) Megat Abdul Non-executive Director Yes 4/4 Rahman Megat Ahmad Y. Bhg. Datuk Azzat Kamaludin Non-executive Director No 4/4 25
26 Corporate Governance INFORMATION FOR THE BOARD The Directors are provided with adequate Board reports on a timely manner prior to the Board meeting to enable the Directors to obtain further explanations, where necessary. These reports provide information on group performance and major operational, financial and corporate issues. Minutes of the Board Committees are also tabled at the Board meetings for the Board’s information and deliberation. The Directors have access to the advice and services of the Company Secretary and the terms of appointment permits removal and appointment only by the Board as a whole. The Board of Directors, whether as a full board or in their individual capacity, in the furtherance of their duties, may seek independent professional advice at the Company’s expense. DIRECTORS’ TRAINING All Directors have successfully completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad (Bursa Malaysia). During the year, the Directors have also attended a Bursa Malaysia accredited continuing education programme for directors of public listed companies. The Directors continue to undergo other relevant training programmes as appropriate, to further enhance their skills and knowledge. RE-ELECTION OF DIRECTORS In accordance with the Company’s Articles of Association, all newly appointed Directors shall retire from office but shall be eligible for re-election in the next Annual General Meeting subsequent to their appointment. The Articles further provides that at least one third of the remaining Directors be subject to re-election by rotation at each Annual General Meeting. Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.
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 and 24: 22 corporate governance THE BOARD O
Page 25: 24 Corporate Governance COMPOSITION
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
Page 75 and 76: 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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