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(11817-V) |

Annual Report


that they have both remain independent in character and judgment and that they are each free from

any business or other relationships which could materially impair the exercise of their independent

judgement. As such, the Company would be seeking the shareholders’ approval at the coming Annual

General Meeting (“AGM”) for them to continue in office as Independent Directors. The Board also

believes that there are notable benefits to be acquired from long serving Directors who possess

insightful knowledge of the Company’s businesses and proceedings.

Generally and in any event, Directors must keep the Board advised, on an ongoing basis, of any interest

that could potentially conflict with those of the Company. Where a material conflict exists, the Director

concerned declares his or her interests in those dealings to the Board and takes no part in decisions or

discussions relating to them.

The justifications on the continuation of Encik Azizan and Dato’ Rosman as Independent Non-Executive

Directors has been provided in the notice of AGM.

1.4 Foster Commitment of Directors

1.4.1 Time Commitment

The Board complied with the requirements of the MMLR where none of the member of the Board

holds more than five (5) directorships in listed companies. The Directors are required to disclose

and update his or her directorships in other companies or significant commitments outside the

Company as and when necessary to ensure that such appointments would not unduly affect their

time commitments and responsibilities to the Board. The list of directorships is annually tabled to

the Nomination Committee and the Board for noting. Additionally, all the Non-Executive Directors

have provided a confirmation to the Nomination Committee and the Board that they will continue

to devote sufficient time and attention to the affairs of the Company in fulfilling their duties as Non-

Executive Director of the Company.

1.4.2 Board Meetings

The Board is also satisfied that each individual Director is committed to the Board and Board

Committees by having a good meeting attendance record for the financial year under review. The

attendance of the members for Board and Committees meetings is reflected as follows:




Nomination Remuneration Options

Committee Committee Committee Committee

Tan Sri Dato’ Ir. Muhammad

Radzi bin Haji Mansor

6 out of 6 N/A


1 out of 1


Dato’ Roslan bin Hamir

6 out of 6 N/A


N/A 1 out of 1

Azizan bin Mohd Noor

6 out of 6 5 out of 5 1 out of 1 1 out of 1


Rozana Zeti binti Basir

6 out of 6 5 out of 5 1 out of 1



Dato’ Rosman bin Abdullah 6 out of 6 5 out of 5 1 out of 1 1 out of 1 1 out of 1

Rozilawati binti Haji Basir

6 out of 6 N/A


1 out of 1 1 out of 1

The Board and Board Committees meetings are scheduled in advance before the beginning of

the new financial year in order to facilitate the Board and Board Committees attendance at the

meetings. Additional meetings are convened whenever necessary to consider urgent proposals or

matters that require the Board’s expeditious review and decision. Decisions can also be taken by

way of Directors’ Circular Resolutions between the scheduled meetings, where appropriate.