The Board of Directors (‘Board’) is responsible for the corporate governance of the Company. Corporate Governance is a matter of high importance and is undertaken with due regard to the Company’s stakeholders. The Board supports good corporate governance to be a fundamental part of the culture and the business practices of the Company. The Board considers that the Company has, throughout the year, complied with the Malaysian Code on Corporate Governance (‘Code’).

 The Company is headed by the Board that focuses, leads, strategise and controls the direction of the Company. The Board is also responsible for the Company’s systems of internal control and risk management and for reviewing the effectiveness of those systems.


The Board operates as a single team. It has a balanced mix of executive, non-executive and independent non-executive directors so that there is no domination by a group or an individual in decision-making. The present nine members of the Board comprise an independent non-executive chairman, two executive directors, four non-executive directors and two other independent non-executive directors. The Independent Non-Executive Directors of the Board meets the criteria of the Code and the Listing Requirements of Bursa Malaysia Securities Berhad (‘Bursa Securities’). One-third of its members are made up of independent non-executive directors who provide and bring with them experience and independent judgement gained at the most senior levels.


There is clear division of responsibilities between the Independent Non-Executive Chairman and the Executive Directors to ensure a balance of power and authority. The Independent Non-Executive Chairman heads the Board while the Group Chief Executive Officer reports to the Executive Director and takes on the primary responsibility of executive management as authorised by the Board and to oversee the operations of the Company. Datuk Dr. Hussein Awang, the Independent Non-Executive Chairman is also the Senior Independent Non-Executive Director to whom concerns on issues affecting the Company may be conveyed.


Together, the Board bring with them a wide range of experience of international business operations and strategy, marketing, financial, technical and international affairs necessary to ensure effective Board processes. A brief profile of each member of the Board is presented on pages 4 to 5 of the Annual Report.


The process of any appointment to the Board is fundamental towards enhancing governance. The Board’s Remuneration and Nomination Committee comprising a majority of independent non-executive directors, is responsible for proposing and assessing directors to recommend to the Board, candidates for all directorships. Under the Company’s Articles of Association, all members of the Board are required to retire, by rotation, once every three years. The members to retire in each year are the members who have been longest in office since their appointment or re-appointment.

The individual members of the Board have attended various seminars, forums, talks and other programmes to keep abreast with relevant developments in the business environment as well as new regulatory requirements in their capacity as a director on the Board of the Company or as a director of other companies or listed issuers both local and foreign. In addition, the Board is kept updated through internal circulars by the Company Secretary of relevant changes in regulatory requirements.

 

The Board ordinarily meets four times per calendar year at quarterly intervals, with additional meetings convened when necessary. The meetings are scheduled at the beginning of the year. During the six months’ financial period ended 31st December 2007, two meetings were convened and held. The attendance of each member of the Board is listed on the Director’s Profile on page 4 and 5 of the Annual Report. There was a change of financial year end for the Company to 31st December from 30 June, hence the new financial period ended 31st December 2007 has a six-month financial period. During that financial period, one of the members of the Board was not able to attend the meetings of the Board. The member has since resigned as Director of the Company.

 

The Board is supplied with information for each meeting in a timely manner for it to discharge its duties. Together with the agenda and notice of meeting, a set of board papers is issued to all members of the Board prior to and in advance of each meeting. All members of the Board have access to all information of the Company and to the advice and services of the Company Secretary, and if need be, the Board can obtain independent professional or other advice from external resources at the cost of the Company.

 

To assist in the execution of the Board’s responsibilities, the Board Audit and Risk Management Committee and the Remuneration Committee have long been established by the Board. The Remuneration Committee has been changed to the ‘Remuneration and Nomination Committee’ in October 2007 to take on the task of proposing and assessing candidates for directorships. The Board Audit and Risk Management Committee are made up wholly of non-executive directors with a majority of independent non-executive directors. The Chairman of the Board Audit and Risk Management Committee is an independent non-executive director

 

The Board acknowledges the need for shareholders and investors to be informed in a timely manner of all material information in relation to the Company. Various corporate announcements and timely release of quarterly financial results, the annual audited financial statements and annual report keep shareholders and investors fully informed about the performance and operations of the Company. The public, shareholders and investors can also access the Company’s website at www.tasekcement.com through the internet for information of the Company and current and past records of its financial performance.

 

The Company’s Annual General Meeting is an open forum for the Board and shareholders to communicate with each other. It presents an opportunity for shareholders to ask questions or seek clarification on the performance of the Company. The Notice of Meeting is circulated to all shareholders at least 21 clear days before the Meeting and shareholders are encouraged to attend the meeting. The Company where it deems it practicable to do so will enter into a dialogue with its institutional shareholders based on mutual understanding of objectives and entertains visits from shareholders, other fund managers and or analysts.

 

Responsibility statement by Directors on the preparation of the financial statements

The Board is required by law to prepare financial statements for each accounting period that give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results of the Group and of the Company for the period then ended.


In preparing the financial statements, the Board has:

• adopted and consistently applied suitable accounting policies and any new standards;
• made judgements and estimates that are prudent and reasonable;
• followed applicable accounting standards, subject to any material departures disclosed and explained in the notes to the financial statements; and
• prepared the financial statements on a going concern basis; unless it is inappropriate to presume that the Group and the Company will continue in business.