FORGING AHEAD - Tradewinds Plantation Berhad

BOARD OF DIRECTORS
A. BOARD COMPOSITION
The Board has six (6) Directors comprising an Independent
Non-Executive Chairman, two (2) Independent Non-Executive
Directors and three (3) Non-Independent Non-Executive
Directors. The Board has within it, professionals drawn from
various backgrounds including finance, accounting, business
management, legal, trading, manufacturing and commodity
business bringing depth and diversity in experience, expertise
and perspectives to the Group’s business operations. The
Directors’ diversity of knowledge reflects the Company’s
commitment to ensure the effective leadership and control of
the Group.
The profiles of the Directors are presented on pages 22 to 25
of this Annual Report.
The roles of the Independent Non-Executive Chairman and the
Chief Executive Officer are separate with a clear distinction of
responsibilities to ensure that there is a balance of power and
authority. The Chairman is responsible for ensuring Board
effectiveness and conduct whilst the Chief Executive Officer
has overall responsibilities for the day to day management of
the business and implementation of the Board policies and
decisions. The Chief Executive Officer is responsible to duly
ensure the execution of strategic goals, effective operation
within the Group, and to update and inform the Board on
matters pertaining to the Group. This division of responsibility
between the Chairman and Chief Executive Officer ensures
that accountability is given high priority.
The Non-Executive Directors provide considerable depth of
knowledge collectively gained from experiences in a variety
of public and private companies as well as public service. The
Independent Non-Executive Directors provide unbiased and
independent views in ensuring that the strategies proposed by
the management are fully deliberated and examined, in the
interest of not only the Group but also of minority shareholders,
employees and the business communities in which the Group
conducts its business.
The Board is satisfied that the current Board representation
fairly reflects the investment interest of the shareholders in the
Company.
B. BOARD RESPONSIBILITIES
CORPORATE GOVERNANCE
The Board is responsible for the overall performance of the
Group by:
• Reviewing and adopting a strategic plan for the Group
to ensure obligations to shareholders are met;
• Overseeing the conduct of the Group’s business to ensure
that the business is being properly managed;
• Identifying principal risks and ensuring the implementation
of appropriate systems to manage these risks through
appropriate risk management and internal control
procedures;
• Succession planning including appointing, training,
fixing the compensation of and, where appropriate,
replacing senior management;
• Developing and implementing an investor relations
programme or shareholder communications policy for
the Group; and
• Reviewing the adequacy, effectiveness and integrity of
the Group’s internal control system and management
information systems including systems for compliance
with applicable laws, regulations, rules, directives and
guideline.
The Board has a formal schedule of matters specifically
reserved to it for decision to ensure that the direction and
control of the Company is firmly in its hands. In addition, the
Company has a framework on Policy and Authority Limits and
Approval Process which defines the limits of authority for the
Board, Executive Committee and Management as well as the
guidelines on tender or purchasing procedures.
TRADEWINDS PLANTATION BERHAD
Annual Report 2010
57