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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
laporan tahunan | annual report2004DisclosureThe details of the remuneration of Directors during the financial year ended 31 December 2004 are as follows:Directors Salary Fee Allowances Bonus Benefits TotalIn Kind(RM) (RM) (RM) (RM) (RM) (RM)Y.B. Wan Hisham bin Dato' Wan Salleh - - - - - -Y. Bhg. Dato' Senara Muda(Dato' Mazlan @ Mohd Nanri bin Hashim) - 34,708 - - - 34,708Y. Bhg. Dato' Haji Awi @ Alwi bin Said 138,300 - - 20,000 8,538 166,838Y.B. Dato' Haji Mohtar bin Nong - - - - - -Tuan Haji Zakaria bin Awang - - - - - -Tuan Haji Abd. Jalil bin Ali - 31,752 - - - 31,752Y. Bhg. Dato' Haji Wan Zakaria bin Abd Rahman - - - - - -Encik Mohamad Abdul Halim bin Ahmad - - - - - -Y.B. Dato' Ustaz Haji Harun bin Taib - 34,708 - - - 34,708Y.B. Haji Md. Azmi bin Lop Yusof - 34,708 - - - 34,708Dr. Wan Hassan bin Wan Embong - 34,708 - - - 34,708YM Raja Idris bin Raja Kamarudin 181,600 34,708 - 9,750 1,500 227,558Y. Bhg. Dato' Haji Hassan @ Shugib bin Lebai Mat - 34,708 - - - 34,708Total : 319,900 240,000 - 29,750 10,038 599,688C. SHAREHOLDERSDialogue between Companies and InvestorsThe Company recognises the importance and timely dissemination of information to shareholders and otherstakeholders. The Group adheres strictly to the disclosure requirements under the listing requirements ofBursa Malaysia Securities Berhad ("BMSB"). All major developments of the Group and the information arecommunicated to the investors through the following:(i) The Annual Report;(ii) Quarterly financial results with an overview of the Group's performance and operations;(iii) Various announcements and disclosures made to BMSB;(iv) The Company's website (HYPERLINK http://www.tdmberhad.com.my); and(v) Various announcements can be accessed at any time through the Bursa Malaysia internet website atHYPERLINK http://www.bursamalaysia.com.Annual General MeetingThe Annual General Meeting ("AGM") serves as a principal forum for dialogue with shareholders.Shareholders are encouraged to attend the AGM and actively participate in the proceedings, their views andsuggestions for the benefit of the Group are reviewed and implemented when appropriate.During the AGM, the Chairman, Directors and senior management are available to respond to shareholders'questions on the business and performance of the Company.Item of special business included in the notice of the meeting will be accompanied by a full explanation ofthe effects of a proposed resolution.22
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