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2004 - Hiap Teck Venture Berhad

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The aggregate remuneration paid/payable to all Directors of the Company are further categorised into the<br />

following components:<br />

SALARIES &<br />

OTHER<br />

BENEFITS-<br />

FEES EMOLUMENTS IN-KIND TOTAL<br />

(RM) (RM) (RM) (RM)<br />

Executive Directors - 4,200,105 51,300 4,251,405<br />

Non-Executive Directors 189,000 - - 189,000<br />

Shareholders<br />

The Board provides timely and accurate disclosure of<br />

all material information of the Group to the shareholders<br />

and investors. Information is disseminated through<br />

various disclosures and announcements made to the<br />

Bursa Malaysia Securities <strong>Berhad</strong> which includes the<br />

quarterly reports, annual report and press releases.<br />

Where applicable, the Board is prepared to enter into a<br />

dialogue with institutional shareholders.<br />

The Annual General Meeting is used as a principal<br />

forum for dialogue with all shareholders. Extraordinary<br />

General Meetings are held as and when required. At the<br />

General Meetings, the Board provides opportunities for<br />

shareholders to raise questions on the business<br />

activities of the Group, agenda of the meetings and its<br />

proposed resolutions. The Chairman of the meeting will<br />

facilitate the discussion with the shareholders and<br />

provide further information in response to shareholders’<br />

queries.<br />

Accountability and Audit<br />

The Board through the review of the Audit Committee<br />

and in consultation with the external Auditors, presents<br />

a balanced and understandable assessment of the<br />

Group’s financial position and prospect to the public in<br />

accordance with the provisions of the Companies Act,<br />

1965 and applicable approved accounting standards in<br />

Malaysia.<br />

The Audit Committee of the Company consists of<br />

2 Independent Non-Executive Directors (one of whom<br />

is the Chairman) and the Managing Director.<br />

The current composition of the Audit Committee is in<br />

compliance with the requirement of paragraph 15.10<br />

(b) of the Listing Requirements that is a majority of the<br />

members should be Independent Directors. The Audit<br />

Committee Report is set out in pages 14 to 16 of this<br />

report.<br />

An internal audit function was established on<br />

1 November 2003 to assist the Audit Committee in<br />

reviewing the state of internal control of the Group and<br />

to highlight areas for management improvement.<br />

The state of internal control of the Group is explained<br />

in greater details in the enclosed Statement on Internal<br />

Control.<br />

The Board maintains formal and transparent<br />

relationships with its external Auditors through the<br />

review of their audit plans, scope of audit and audit<br />

report as well as their professional fees and<br />

appointment by the Audit Committee. The external<br />

Auditors are expected to report their findings to the<br />

Audit Committee and to discuss with the Board of<br />

Directors on matters that necessitate the Board’s<br />

attention.<br />

Relationship of the Board to the Management<br />

The Board recognises the importance for the Company<br />

to maintain a dynamic nature of relationship between<br />

the Board and the management. The Board as a whole<br />

is dedicated to practice clear demarcation of duties,<br />

responsibilities and authority within the Company.<br />

HIAP TECK VENTURE BERHAD<br />

11

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