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BOARD COMMITTEES Audit Committee The Audit Committee reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the internal audit function and ensures an objective and professional relationship is maintained with external auditors. The Committee has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the Committee. The report of the Audit Committee is set out on pages 16 and 21 of the annual report. Employees’ Share Option Scheme Committee (ESOS Committee) The ESOS Committee was established on 12 December 1996 to administer the Boustead Holdings Berhad Employees’ Share Option Scheme in accordance with the objectives and regulations thereof, to determine participation eligibility, option offers and share allocations and to attend to such other matters as may be required. The members of the Committee are: Y. Bhg. Gen. (R) Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (Chairman) Y. Bhg. Tan Sri Dato’ Lodin Wok Kamaruddin Y. Bhg. Datuk Azzat Kamaludin Nomination Committee The Board has established a Nomination Committee consisting of the following non-executive Directors, majority of whom are independent: Y. Bhg. Gen. (R) Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (Chairman) Y. Bhg. Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad Y. Bhg. Lt. Gen. (R) Dato’ Mohd Yusof Din Tuan Hj. Johari Muhamad Abbas The functions of the Nomination Committee shall be to: • Recommend candidates for all directorships. • Recommend appointments to Board Committees. • Annually review the required mix of skills and experience and other qualities, including core competencies, which non-executive directors should bring to the Board. 27
28 Corporate Governance Remuneration Committee The Board has established a Remuneration Committee consisting of the following Directors, majority of whom are non-executive Directors: Y. Bhg. Gen. (R) Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (Chairman) Y. Bhg. Tan Sri Dato’ Lodin Wok Kamaruddin Y. Bhg. Datuk Azzat Kamaludin Y. Bhg. Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad The Remuneration Committee reviews the remuneration packages, share options and other benefits applicable to all executive Directors and senior executives on an annual basis and makes recommendations to the Board. None of the executive Directors participated in any way in determining their individual remuneration. The Board as a whole determines the remuneration of executive Directors with individual Directors abstaining from decisions in respect of their individual remuneration. In establishing the level of remuneration for each Director and senior staff, the Committee has regard to packages offered by comparable companies, and may obtain independent advice. The remuneration for non-executive Directors consists of fees and reimbursement of expenses for their services in connection with Board and Board Committee meetings. They do not have contracts and do not participate in any of the profit sharing, share option and other incentive schemes of the Group. DIRECTORS’ REMUNERATION Details of the Directors’ remuneration are set out on in Note 3 to the financial statements by applicable bands of RM50,000, which complies with the disclosure requirements under Bursa Malaysia’s Listing Requirements. INVESTORS AND SHAREHOLDERS RELATIONSHIP The Group recognises the importance of timely and thorough dissemination of information to shareholders. In this regard, the Group strictly adheres to the disclosure requirements of Bursa Malaysia and the Malaysian Accounting Standards Board. The annual report has comprehensive information pertaining to the Group, while various disclosures on quarterly and annual results provide investors with financial information.
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 and 26: 24 Corporate Governance COMPOSITION
Page 27: 26 Corporate Governance INFORMATION
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’
Page 77 and 78: 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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