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laporan tahunan | annual report2004The outcome of these meetings is reported to the Board by various Committees' Chairman for further deliberationand decision making in the Board meeting.(a) Audit CommitteeThe Audit Committee has four (4) members comprising of all the Independent Non-Executive Directors.• Tuan Haji Abd Jalil bin Ali (Chairman)• Y. Bhg. Dato' Haji Wan Zakaria bin Abd Rahman• Y. Bhg. Dato' Senara Muda (Dato' Mazlan @ Mohd Nanri bin Hashim)• Encik Mohamad Abdul Halim bin AhmadThe Audit Committee is responsible to review and investigate any matters within its Terms of Reference.In order to discharge its duties, it has to seek professional advice and gather information from Directoror staff.(b) Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee has three (3) members comprising of two IndependentNon-Executive Directors and one Non-Independent Non-Executive Director.• Y. Bhg. Dato' Senara Muda (Dato' Mazlan @ Mohd Nanri bin Hashim) (Chairman)• Y.B. Wan Hisham bin Dato' Wan Salleh• Y. Bhg. Dato' Haji Wan Zakaria bin Abd RahmanThe Committee makes recommendations on all new appointments to the Board, determines the remunerationof Executive and Non-Executive Directors, reviews the structure, size, balance and effectiveness of theBoard as a whole and also the contribution of each director, recommends to the Board the re-election ofthe retiring Board members.Re-electionIn accordance with the Company's Articles of Association, all Directors appointed by the Board are subjectto election by shareholders at the Annual General Meeting subsequent to their appointment. Also, all Directorsshall retire at least once in every 3 years, but shall be eligible for re-election.B. DIRECTORS REMUNERATIONThe Level and Make-Up of RemunerationThe remuneration of the Directors is determined at a level which enables the Group to attract and retainDirectors with relevant experience and expertise needed to assist in managing the Group effectively. Theremuneration package of Executive Director is linked to corporate as well as individual performance, measuredagainst profits and targets set in the Group's annual plan.ProcedureThe Nomination and Remuneration Committee recommend the remuneration framework and package ofExecutive and Non-Executive Directors to the Board. The Executive Director can not participate in determininghis individual remuneration.21