perspective perspective - ChartNexus

64 CORPORATE GOVERNANCE STATEMENT (cont’d)
Directors’ Training
All Directors have successfully completed the Mandatory Accreditation Programme conducted by Bursatra Sdn Bhd and
attended relevant training programmes under the Continuing Education Programmes (CEP).
Further to the repealed Practice Note 15/2003 and Guidance Notes 10 on CEP requirements effective 1 January 2005, it is no
longer mandatory for Directors to undergo CEP. Nonetheless, listed companies must evaluate and determine the training needs
of its directors on a continuous basis. As such, Directors of the Company are actively encouraged to attend relevant training
programmes to further enhance their skills and knowledge whilst keeping abreast with industry developments.
Re-election
In accordance with the Company’s Articles of Association, one-third of the Directors for the time being shall retire from office
at every Annual General Meeting. Retiring Directors can offer themselves for re-election.
Directors who are appointed as additional directors or to fill casual vacancies during the year are subject to re-election by the
shareholders at the next Annual General Meeting following their appointments.
Directors who are over the age of seventy years are required to submit themselves for re-appointment annually in accordance
with Section 129(6) of Companies Act, 1965. Presently, YBhg Tan Sri Dato’ Musa bin Hitam is subject to such re-appointment.
Directorships in other Companies
Pursuant to the Listing Requirements of Bursa Securities, each member of the Board shall hold not more than ten (10)
directorships in public listed companies and not more than fifteen (15) directorships in non-public listed companies. This
ensures that their commitment, resources and time are focused for an effective input to the Board and the Company. All
Directors are in compliance with this requirement.
Directors’ Remuneration
Directors’ remuneration is determined at levels which enable the Company to attract and retain Directors with the relevant
experience and expertise needed to manage the Group effectively. For executive Directors, the component parts of
remuneration are structured so as to link rewards to corporate and individual performance. For non-executive Directors, the
level of remuneration reflects the experience and level of responsibilities undertaken by these directors.
The determination of remuneration packages for non-executive Directors, including the non-executive Chairman, is a matter
for the Board as a whole. The Directors concerned are required to abstain from deliberations and voting on decisions in respect
of their individual remuneration.
The remuneration package of the Directors is as follows:-
i. Basic salary - Basic salary for executive Directors is recommended upon consideration of individual performance and rates
of salary for similar positions in comparable companies.
ii. Fees - Directors’ fees are based on fixed sum as determined by the Board after considering comparable organizations and
Directors’ participation in various Board committees. The fees are approved by the shareholders at the Annual General
Meeting of the Company.
iii. Bonus Scheme - The Group operates a non-contractual bonus scheme for its executive Directors, which is determined
based on the Group’s level of profit and individual’s performance during the period. Bonuses payable to executive Directors
are reviewed and approved by the Remuneration Committee after consultation with the Board.
iv. Benefits-in-kind - Other customary benefits such as medical care, car, driver, etc are made available as appropriate.
v. Directors’ Share Option - The executive Directors are eligible to participate in the Company’s Employees’ Share Option
Scheme on the same terms and conditions as those offered to employees. The executive Directors’ movement in share
options during the year under review is reflected in the audited financial statements. No share options were offered to
non-executive Directors during the year under review.
A summary of the total remuneration of the Directors in office for the financial year ended 31 December 2005, distinguishing
between executive and non-executive Directors, in aggregate with categorisation into appropriate components and the number
of directors whose remuneration falls into each successive bands of RM50,000 are disclosed as follows :-