cover rationale - ChartNexus

The Board of Directors is committed to ensuring that the highest standards of corporate
governance are practiced throughout the Group as a fundamental part of discharging its
responsibilities to protect and enhance shareholder value and the financial performance of
Malaysian Resources Corporation Berhad (MRCB). The Board fully supports the recommendations
of the Malaysian Code of Corporate Governance (the Code) and is currently moving towards full
compliance with the Best Practices as set out in the Code. Set out below is a statement of how
the Group has applied the principles of the Code.
1. THE BOARD OF DIRECTORS
The Board has the overall responsibility for corporate governance, reviewing the adequacy and
integrity of the system of internal control, reviewing and adopting the strategic direction of
the Group and overseeing the investments of the Group.
During the financial year ended 31 August 2002, five (5) Board meetings were held, out of
which four were scheduled meetings. The Board has delegated specific responsibilities to three
(3) subcommittees (Audit, Nomination and Remuneration Committees), the details of which are
set out below. These committees have the authority to examine particular issues and report
back to the Board with their recommendations. The ultimate responsibility for the final decision
on all matters, however, lies with the entire Board.
Board Balance
As at 31 August 2002, the Board had seven (7) members, of which three (3) are executive
Directors and four (4) non-executive Directors (including the Chairman). Three (3) of the four
(4) non-executive Directors are independent.
There is clear division of responsibilities between the Chairman and the Chief Executive Officer
to ensure that there is a balance of power and authority. The composition of the Board reflects
a wide variety of background and experience.
Details of The Board Movement and Attendance at Meetings for The Financial Year Ended
31 August 2002 are set out below:
Directors Designation Appointment Resignation Attendance
Dato’ Seri Syed Anwar Chairman 24 January 2002 - 3/3*
Jamalullail
Abdul Rahman Ahmad Group Managing Director/ 9 August 2001 - 5/5
Chief Executive Officer
Shahril Ridza Ridzuan Executive Director 9 August 2001 - 5/5
Datuk Zahari Omar Executive Vice President 26 July 1999 - 5/5
Dato’ Ahmad Ibnihajar Independent Non 27 September 2000 - 5/5
Executive Director
Dato’ Zainol Abidin Independent Non 27 September 2000 - 5/5
Dato’ Hj. Salleh Executive Director
Dato’ Dr. Mohd Independent Non 22 July 2002 - 1/1**
Shahari Ahmad Jabar Executive Director
Dato’ Seri Abdul Chairman 15 July 1999 24 January 2002 2/2***
Rahman Maidin
* Based on three board meetings held after appointment
** Based on one board meeting held after appointment
*** Based on two board meetings held before resignation
A brief description of the background of each Director is presented on pages 13 to 19 of the
Annual Report
Laporan Tahunan 2002 Annual Report
STATEMENT OF CORPORATE GOVERNANCE
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