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CORPORATE GOVERNANCE
 
Investor Relations | Corporate Governance | Statement On Corporate Governance
 

   
     
 
 
 
   
To read our complete Corporate Governance Statement, download our 2008 Annual Report.
 
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1.5   Director's Remuneration  
The remuneration package for Executive Directors shall link rewards to corporate and individual performance. All Directors are provided with Directors’ fees, which are approved by the shareholders at the Annual General Meeting, based on the recommendation of the Board.  

Details of the remuneration of the Directors of the Company on Group basis for the financial year ended 31 December 2012 are as follows:-

 
The remuneration of each Director is determined by the Board as a whole. The Directors do not participate in the discussion and decision of their own remuneration.  

 

 

Salary
RM

 

Fees
RM

 

Bonus
RM

Benefits-in-kind & others
RM

 

Total
RM

Executive

894,000

40,000

353,875

177,970

1,465,845

Non-Executive Directors

-

322,000

    11,875

84,914

418,789

 
The number of Directors whose remuneration falls into the following bands are as follows:  

 

Executive

Non-Executive

RM50,000 and below

-

3

RM50,001 – RM100,000

-

2

RM150,001 – RM200,000

1

1

RM1,300,001 – RM1,350,000

1

-

 
   
1.6 Directors’ Training  
All Directors have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad. The Directors are continuously encouraged to attend appropriate training programs to enhance their knowledge and skills and keep abreast with the changing environment in which the business operates. The Directors have attended the following training programs during the financial year:-  
  • Continuous obligations of PLC Directors and key recommendations of the Malaysian Code on Corporate Governance 2012
  • Workshop on Board effectiveness assessment exercise
  • Bursa Malaysia sustainability training for directors & practitioners
  • Comprehensive workshop on deferred taxation
  • World Islamic Economic Forum
  • Enterprise Risk Management workshop
  • Financial Institutions Directors Education (“FIDE”) Elective Program for Risk Management Committee in Bank
  • FIDE Core Programme Module A and B
 

The Board was continuously updated by the Management and Secretary on operational and business development of the Group, new projects or investments, changes in regulatory requirements and corporate governance matters where applicable, at its quarterly meetings.  

 
 
   
2.   THE BOARD COMMITTEES  

The Board has three formally constituted committees which operate within defined terms of reference to assist it in discharging its duties and responsibilities.

 
   
2.1   Audit Committee  

The Audit Committee assists the Board in fulfilling its oversight responsibilities by reviewing the financial information, the system of internal control and audit process. Detailed information on the Audit Committee are set out separately in the Audit Committee Report of this Annual Report.

 
   
2.2   Nomination Committee  
The Nomination Committee’s primary function is to recommend to the Board, candidates for all directorships to be filled. During the selection process, specific consideration is given to the candidate’s skills, knowledge, experience, competencies, other directorships, time availability and the overall balance composition of the Board and for independent director, his ability to discharge such responsibilities or functions as expected from an independent director. The actual decision as to who shall be appointed is the responsibility of the full Board after considering the recommendation of the Nomination Committee.  

The Nomination Committee also perform annual assessment and evaluation on the Board, board committees and individual director, review the required mix of skills and experience and other qualities and competencies.

 

Composition

 
The Nomination Committee comprises of 3 Independent Non-Executive Directors:-  

Shaari Bin Haron (Chairman)
Dato’ Seri Ismail Bin Shahudin
Hew Voon Foo

 

The Chairman shall attend all meetings of the committee other than when matters concerning himself are discussed.

 

The Company Secretary is the secretary of the Nomination Committee. The Secretary shall maintain minutes of the proceedings of the Committee and circulate such minutes to the Board.

 
Meetings  
Meetings of the Nomination Committee will be held at least once a year and from time to time as determined by the members of the Committee. Written notice of the meeting together with an agenda will be given to the members of the Committee.  
   
2.3   Remuneration Committee  
The Remuneration Committee develop and establish with the Board a formal remuneration framework and recommends to the Board the remuneration package of the Executive Directors in all forms, drawing outside advice as necessary. The determination of the remuneration package for Non-Executive Directors shall be a matter for the board as a whole.  
   

The Remuneration Committee shall aim to ensure that the remuneration package is robust and effective to link executive directors’ rewards to corporate and individual performance and to link non-executive directors’ remuneration to their experience and level of responsibilities undertaken. The remuneration package shall comprises of a number of separate elements, i.e. salary, fees, allowance, bonus and other non-cash benefits. The individuals concerned should abstain from discussion of their own remuneration.

 
   
The Remuneration Committee comprises of 3 Independent Non-Executive Directors:-  
Shaari Bin Haron (Chairman)
Dato’ Seri Ismail Bin Shahudin
Hew Voon Foo
 
   
The Chairman shall attend all meetings of the Committee other than when matters concerning himself are discussed.  
   
The Company Secretary is the secretary of the Remuneration Committee. The Secretary shall maintain minutes of the proceedings of the Committee and circulate such minutes to all members of the Board.
 
   
3.   RELATIONSHIP WITH SHAREHOLDERS  
The Company recognizes the importance of effective communications and maintaining constructive relationship with its shareholders and other stakeholders. The Board ensures timely dissemination of information relating to the Group’s business activities, major development and financial performance. Annual reports, quarterly financial results,announcement to Bursa Malaysia, analyst reports, media releases and circular to shareholders are some of the modes of dissemination of information.  
   
Whilst ensuring timely disclosure of information to its shareholders, the Board is wary of the regulatory requirements on release of material and price-sensitive information. Such information will be disclosed to the public as soon as practicable after due consideration through Bursa Malaysia announcements or media releases.  
   
General Meetings are important avenues for shareholders to exercise their ownership rights and to access and engage in dialogue with the Board and Management. Shareholders are encouraged to participate and raise their concerns at general meetings and to exercise their voting rights on the proposed resolutions. The Chairman provided sufficient time to address issues raised. External auditors are present to provide their professional and independent advice on relevant issues raised. Press conferences were held and media releases were distributed to the media after general meetings.  
   

The Company also maintained constructive engagements with investment analysts and fund managers to keep them abreast of corporate and financial developments of the Group. The Company maintains a website at www.epmb.com.my for which the shareholders can access to information of the Group.

 
   
 
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