Eng - IOI Group

corporategovernance cont’dBoard Composition and Balance cont’dIn his capacity as Executive Chairman, Tan Sri Dato’ Lee Shin Cheng functions both as Chief Executive Officer andChairman of the Board, having taken over from the previous Chairman who retired at the 1999 AGM. The Board ismindful of the convergence of the two roles, but is comfortable that there is no undue risk involved as all related partytransactions are strictly dealt with in accordance with the Listing Requirements and with independent consultants toadvise other board members and shareholders. In this respect, as an example, during the year, there was a proposal forthe acquisition of five plantation companies in which Tan Sri Dato’ Lee Shin Cheng and family have significant interest.The details of the proposal was announced to the KLSE on 20 March 2003 and it is as summarised in Note 41.4 of thefinancial statements on page 209 of this Annual Report. For the better understanding of the vigorous proceduresinvolved that are meant to safeguard the interests of minority shareholders, the Board wishes to highlight that two firmsof merchant bankers were appointed as financial advisers as well as a firm of professional valuers, to evaluate and advisethe independent members of the Board prior to their approval of the Proposal and prior to the announcement to theKLSE. The Proposal is further subject to the approval of the Securities Commission and ultimately, to the approval ofshareholders of the Company that are not interested parties to the Proposal.The Board also has a well-defined framework on the various categories of matters that require the Board's approval,endorsement or notations, as the case may be.IOI Corporation BerhadAnnual Report 200380