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Email This Print This Corporate Governance

The Board of Directors is committed to ensure the highest standard of corporate governance is practised throughout C. I. Holdings Berhad and its subsidiaries ("the Group") as a fundamental part of discharging its responsibilities to protect and enhance shareholders' value and the financial performance of the Group.

The Board of Directors is pleased to report to the shareholders the manner in which the Group has applied the principles, and the extent of compliance with the best practices and good governance as set out in Part 1 and Part 2 respectively of the Malaysian Code on Corporate Governance ("the Code").

BOARD OF DIRECTORS

The Board

C. I. Holdings Berhad is led and managed by an experience Board comprising of members with a range of experience in relevant fields such as beverages, business administration, public service, legal, accountancy and organizational development.

The Board comprises of eight (8) members, out of which six (6) are independent non-executive Directors, which is higher than the prescribed limit as recommended by the Code and the Listing Requirements. In addition, the Board has identified Chan Peng Chiw as the Senior Independent Director to whom shareholders' concerns on issues affecting the Company and the Group may be conveyed.

All Board members bring an independent judgement to bear on issues of strategy, performance, risk management, resources and standards of conduct. The Board has also delegated specific responsibilities to four (4) sub-committees namely Audit, Nomination, Remuneration and Risk Management Committees. The Committees have the authority to examine specific issues and report to the Board with their recommendations. The final decision on all matters, however, lies with the entire Board.

Board Meetings and Attendance

The Board meets at least four (4) times a year and additional meetings are held as and when required.

During the financial year ended 30 June 2007, five (5) Board meetings were held. A summary of the attendance of each Director at the Board Meetings held during the financial year ended 30 June 2007 is as follows:

Supply of Information

All Directors are provided with an agenda and Board papers prior to every Board meeting to enable the Directors to obtain further explanations or information, where and when necessary, in order to be properly briefed before the meeting. In addition to quantitative information, the Directors are also provided with updates/information relevant to the business of the meeting, including management information on the financial and trading position of the Group. Senior management staff and external advisors may be invited to attend Board meetings, to advise and provide the Board with detailed explanations and clarification on certain matters that are tabled to the Board.

There is a schedule of matters reserved specifically for the Board's decision, including the Group's financial results, the business plan, the direction of the Group, new investment and business proposals, the management/performance of the business of subsidiaries, corporate plans and annual budgets.

All Directors have access to the advice and services of the Company Secretaries and may seek independent professional advice in the furtherance of their duties.

Appointments to the Board

In compliance with the Code, the Nomination Committee has the responsibility of proposing new candidates for appointment to the Board.

Re-election of Directors

In accordance with the Company's Articles of Association, one-third (1/3) or the number nearest to one-third (1/3) of the Directors for the time being shall retire from their office and be eligible for re-election provided always that all the Directors shall retire from their office once at least in each three (3) years. Any person appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors, shall hold office only until the next annual general meeting and shall then be eligible for re-election.

Directors' Training

All the Directors have completed the Mandatory Accreditation Programme within the stipulated timeframe. The Board members continue to attend seminars, various training programmes, conferences and etc. to keep abreast with the developments in the regulations and statutes relevant to the industry and to further enhance their skills and knowledge.

DIRECTORS' REMUNERATION

The Remuneration Committee is responsible for setting the remuneration policy framework and making recommendations to the Board on all elements of the remuneration and other terms of employment of Executive Director(s). The Board as a whole determines the fee of the Non-Executive Directors with the individual Director concerned abstaining from deliberation and voting on decisions in respect of his individual remuneration.

Details of the aggregate remuneration of the Directors during the financial year ended 30 June 2007, with categorisation into appropriate components and the number of Directors whose remuneration falls into each successive bands of RM50,000 are as follows:

SHAREHOLDERS' COMMUNICATIONS AND INVESTORS RELATIONS

The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company. As such, the Company communicates with its shareholders, institutional and potential investors through the various announcements made during the year. In addition, the Board also ensures timely release of the financial results on a quarterly basis in order to provide its shareholders with an overview of the Group's financial and operational performance.

The Annual General Meeting ("AGM") of the Company is also a means of communication with its shareholders. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Members of the Board, as well as the external auditors and legal advisers of the Company are present to answer questions raised at the meeting. The Board has also been encouraging the participation from shareholders through questions and answers session during the AGM, where the Directors are available to answer questions on the financial performances and the business operations of the Group.

ACCOUNTABILITY AND AUDIT

Audit Committee

The Audit Committee comprises two (2) Independent Non-Executive Directors and one (1) Managing Director of which Chan Peng Chiw is the Chairman of the Committee.

Throughout the financial year under review, the Audit Committee convened five (5) meetings.

Financial Reporting

The Board aims to present a balanced and meaningful assessment of the Group's financial performance and prospects to the shareholders, investors and regulatory authorities, primarily through the annual financial statements, and Chairman's Statement in the Annual Report.

The Audit Committee assists the Board in scrutinising information for disclosure to ensure accuracy and completeness of information.

Internal Controls

The Directors recognise their responsibility for the Group's system of internal control and the need to review its effectiveness regularly in order to safeguard shareholders' investment and the Group's assets. The review on the systems of internal control is set out under the Statement on Internal Control.

Relationship with the Auditors

The Group has always maintained a close and transparent relationship with its external auditors in seeking professional advice and ensuring compliance with the appropriate Financial Reporting Standards in Malaysia.