GPERAK-AnnualReport2009 (1MB).pdf - Bursa Malaysia
GPERAK-AnnualReport2009 (1MB).pdf - Bursa Malaysia GPERAK-AnnualReport2009 (1MB).pdf - Bursa Malaysia
BOARD MEETINGS annual report 2009 | Gula peraK BerHaD (8104-X) STATEMENT ON CORPORATE GOVERNANCE (Cont’d) The Board meets at least five (5) times a year, with additional meetings convened as and when necessary. During the financial year under review, the Board convened a total of five (5) meetings and the details of the attendance of each member of the Board are tabulated below: DIRECTORS Executive Directors NO. OF ME E T I N G S AT T E N D E D 1. Datuk Rahim bin Baba 3 / 5 2. Tan Sri Dato’ Lim Cheng Pow 5 / 5 3. Datuk Lim Sue Beng 5 / 5 4. Lim Bee Ling 4 / 5 5. Leow Thang Fong (resigned 23 January 2009) 4 / 5 6. Dato’ Lim Soo Kok 5 / 5 Independent Non-Executive Directors 7. Tan Sri Dato’ Ahmad Sabki bin Jahidin (demised 15 September 2008) 0 / 5 8. Tan Sri Datuk Seri (Dr) Elyas bin Omar 4 / 5 9. Dato’ Mustapha bin Buang 5 / 5 Non Independent Non-Executive Directors 10. Lim Soo Ka (appointed on 30 January 2009) 1 / 5 SUPPLy OF INFORMATION All the Board members have full and timely access to all information within the Group. Board papers are distributed prior to the Board Meetings to enable the Directors to obtain relevant confirmation and have sufficient time to deliberate on the issues to be raised at the meeting so as to discharge their duties diligently. Further, the Board or the individual director has direct access to the Senior Management and the advice and services of the Company Secretary to ensure effective functioning of the Board and compliance of applicable rules and regulations. APPOINTMENT TO THE BOARD The Board has set up the Nomination Committee, which comprises exclusively of Non-Executive Directors, to evaluate any new appointment, proposed re-appointment/re-election of Directors before recommending the same to the Board for their approval. RE-ELECTION OF DIRECTORS In accordance with the Company’s Articles of Association, all Directors who are appointed to the Board are subject to re-election by the shareholders at the next AGM after their first appointment. The Articles also requires that one-third (1/3) of the remaining Directors including the Managing Director, to retire and to submit themselves for re-election by rotation at each AGM; and each Director is required to submit himself for re-election at least once every three years. Directors over seventy (70) years of age are required to submit themselves for re-election annually in accordance with Section 129(6) of the Companies Act, 1965. 15 www.gulaperak.com.my
www.gulaperak.com.my 16 BOARD COMMITTEES annual report 2009 | Gula peraK BerHaD (8104-X) STATEMENT ON CORPORATE GOVERNANCE (Cont’d) The Board operates through three (3) committees with delegated authority and defined terms of reference. The compositions and function of these committees are described as follows:- 1. Audit Committee The Audit Committee, comprising a majority of Independent Directors, is responsible for reviewing and monitoring the work of the Group’s internal audit function as well as ensuring that an objective professional relationship is maintained with external auditors. Further details of the Audit Committee are contained in the Audit Committee’s Report on pages 21 to 23 of this Annual Report. 2. Nomination Committee The Nomination Committee comprises exclusively of Independent, Non-Executive Directors and is responsible for identifying, selecting and recommending to the Board potential candidates with the required mix of skills, experience and attributes for appointment to the Board. However, ultimate responsibility for appointment rests with the Board. The Committee meets at least once a year or as and when required. The members of the Nomination Committee and their attendance at the meetings are as follows: Name of member No. of Nomination Committee meetings attended 1. Tan Sri Dato’ Ahmad Sabki bin Jahidin (demised 15 September 2008) 0 / 1 2. Tan Sri Datuk Seri (Dr) Elyas bin Omar 1 / 1 3. Dato’ Mustapha bin Buang 1 / 1 3. Remuneration Committee The Remuneration Committee, comprising mainly of Non-Executive Directors is responsible for recommending to the Board the remuneration packages of the Executive Directors with individual directors abstaining from decision in respect of their individual remuneration. The level of fees and allowances of Non-Executive Directors are determined by the Board as a whole. The Committee meets at least once a year or as and when required. The members of the Remuneration Committee and their attendance at the meetings are as follows: Name of member No. of Remuneration Committee meetings attended *1. Tan Sri Dato’ Ahmad Sabki bin Jahidin (Chairman) (demised 15 September 2008) 0 / 1 *2. Tan Sri Datuk Seri (Dr) Elyas Bin Omar (Chairman) 1 / 1 *3. Dato’ Mustapha bin Buang 1 / 1 4. Leow Thang Fong (Resigned 23 January 2009) 1 / 1 * Independent, Non-Executive Directors.
- Page 1 and 2: Gula Perak Berhad (8104-X) (Incorpo
- Page 3 and 4: www.gulaperak.com.my 2 annual repor
- Page 5 and 6: www.gulaperak.com.my 4 Note annual
- Page 7 and 8: www.gulaperak.com.my 6 ANUAR BIN DA
- Page 9 and 10: www.gulaperak.com.my 8 DATUK RAHIM
- Page 11 and 12: www.gulaperak.com.my 10 DATO’ MUS
- Page 13 and 14: www.gulaperak.com.my 12 CHAIRMAN’
- Page 15: www.gulaperak.com.my 14 annual repo
- Page 19 and 20: www.gulaperak.com.my 18 RELATIONSHI
- Page 21 and 22: www.gulaperak.com.my 20 KEy PROCESS
- Page 23 and 24: www.gulaperak.com.my 22 AUDIT COMMI
- Page 25 and 26: www.gulaperak.com.my 24 annual repo
- Page 27 and 28: www.gulaperak.com.my 26 OTHER INFOR
- Page 29 and 30: www.gulaperak.com.my 28 FINANCIAL S
- Page 31 and 32: www.gulaperak.com.my 30 DIRECTORS
- Page 33 and 34: www.gulaperak.com.my 32 DIRECTORS
- Page 35 and 36: www.gulaperak.com.my 34 Report on O
- Page 37 and 38: www.gulaperak.com.my 36 BALANCE SHE
- Page 39 and 40: www.gulaperak.com.my 38 STATEMENTS
- Page 41 and 42: www.gulaperak.com.my 40 CASH FLOW S
- Page 43 and 44: www.gulaperak.com.my 42 CASH FLOW S
- Page 45 and 46: www.gulaperak.com.my 44 annual repo
- Page 47 and 48: www.gulaperak.com.my 46 annual repo
- Page 49 and 50: www.gulaperak.com.my 48 annual repo
- Page 51 and 52: www.gulaperak.com.my 50 annual repo
- Page 53 and 54: www.gulaperak.com.my 52 5. SEGMENT
- Page 55 and 56: www.gulaperak.com.my 54 9. LOSS BEF
- Page 57 and 58: www.gulaperak.com.my 56 10. DIRECTO
- Page 59 and 60: www.gulaperak.com.my 58 12. (LOSS)/
- Page 61 and 62: www.gulaperak.com.my 60 14. PROPERT
- Page 63 and 64: www.gulaperak.com.my 62 14. PROPERT
- Page 65 and 66: www.gulaperak.com.my 64 14. PROPERT
www.gulaperak.com.my<br />
16<br />
BOARD COMMITTEES<br />
annual report 2009 | Gula peraK BerHaD (8104-X)<br />
STATEMENT ON CORPORATE GOVERNANCE (Cont’d)<br />
The Board operates through three (3) committees with delegated authority and defined terms of reference. The compositions<br />
and function of these committees are described as follows:-<br />
1. Audit Committee<br />
The Audit Committee, comprising a majority of Independent Directors, is responsible for reviewing and monitoring the<br />
work of the Group’s internal audit function as well as ensuring that an objective professional relationship is maintained with<br />
external auditors. Further details of the Audit Committee are contained in the Audit Committee’s Report on pages 21 to 23<br />
of this Annual Report.<br />
2. Nomination Committee<br />
The Nomination Committee comprises exclusively of Independent, Non-Executive Directors and is responsible for identifying,<br />
selecting and recommending to the Board potential candidates with the required mix of skills, experience and attributes for<br />
appointment to the Board. However, ultimate responsibility for appointment rests with the Board.<br />
The Committee meets at least once a year or as and when required. The members of the Nomination Committee and their<br />
attendance at the meetings are as follows:<br />
Name of member No. of Nomination Committee meetings attended<br />
1. Tan Sri Dato’ Ahmad Sabki bin Jahidin<br />
(demised 15 September 2008)<br />
0 / 1<br />
2. Tan Sri Datuk Seri (Dr) Elyas bin Omar 1 / 1<br />
3. Dato’ Mustapha bin Buang 1 / 1<br />
3. Remuneration Committee<br />
The Remuneration Committee, comprising mainly of Non-Executive Directors is responsible for recommending to the<br />
Board the remuneration packages of the Executive Directors with individual directors abstaining from decision in respect of<br />
their individual remuneration. The level of fees and allowances of Non-Executive Directors are determined by the Board as<br />
a whole.<br />
The Committee meets at least once a year or as and when required. The members of the Remuneration Committee and<br />
their attendance at the meetings are as follows:<br />
Name of member No. of Remuneration Committee meetings attended<br />
*1. Tan Sri Dato’ Ahmad Sabki bin Jahidin<br />
(Chairman) (demised 15 September 2008)<br />
0 / 1<br />
*2. Tan Sri Datuk Seri (Dr) Elyas Bin Omar<br />
(Chairman)<br />
1 / 1<br />
*3. Dato’ Mustapha bin Buang 1 / 1<br />
4. Leow Thang Fong<br />
(Resigned 23 January 2009)<br />
1 / 1<br />
* Independent, Non-Executive Directors.
Change language