Corporate Governance Statement

4. Appointments to the Board and Board Committees

a. Appointments to the Board

The NRC, which comprises two PIDs and three Independent NEDs, has the responsibility to make recommendations to the Board for the appointment of Directors other than PIDs. As part of this process, the NRC formulates the nomination and selection policies for the Board, and reviews candidates for appointment as Directors based on criteria such as their qualifications, skills, functional knowledge, experience, character, integrity, professionalism and background. The NRC also evaluates the candidate's ability to discharge his responsibilities as expected from an Independent NED and whether the test of independence under the LR is satisfied, taking into account his character, integrity and professionalism.

In 2008, the NRC reviewed the proposed appointment of two candidates, Dato' Saiful Bahri bin Zainuddin and Encik Ong Leong Huat @ Wong Joo Hwa and recommended their appointment to the Board as Independent NEDs. The Board subsequently, approved and the concurrence of SC was obtained in accordance with Section 10(1)(b) of the CMSA. The NRC also recommended to the Board the redesignation of Encik Cheah Tek Kuang from a Non-Independent NED to an Independent NED, after conducting a thorough evaluation of the Director. The Board approved the recommendation of NRC on the redesignation.

Pursuant to Section 10(1)(a) of the CMSA, one-third of the Board shall be appointed by MOF in consultation with the SC, to be PIDs for a period specified by MOF. In 2008, the terms of appointment of three PIDs were extended for a further two years. Also, a new PID, Dato' Tajuddin bin Atan, was appointed for a two-year term to replace Datuk Azman bin Abdul Rashid whose term of appointment expired on 22 July 2008.

Additionally, any shareholder may propose a candidate for directorship subject to Article 71 of the AA. The appointment or election of a candidate for directorship proposed by a shareholder will be put to vote at a general meeting and be subject to the SC's approval.

b. Appointments to the Board Committees

The NRC is responsible for reviewing candidates for appointment to the Board Committees, and makes recommendations to the Board for approval. The review is conducted on an annual basis. The NRC also reviews candidates at other times when the need arises, such as when a new Director is appointed or when the Board establishes an ad-hoc Board Committee.