Corporate Governance Statement

5. Re-election of Directors

Pursuant to Article 69 of the AA, an election of Directors other than the PID, shall take place each year at the AGM of the Company where one-third of the Directors who are longest in office shall retire and, if eligible, may offer themselves for re-election. The NRC is also responsible for making recommendation to the Board on the re-election of Directors through this process of retirement by rotation in accordance with the provisions of the AA. In accordance with this process, at the 31st AGM held on 3 April 2008, four Directors retired by rotation and were re-elected to the Board by the shareholders.

Pursuant to Section 129 of the CA, a Director who is over 70 years of age must retire at the AGM of the Company, and may be reappointed by shareholders with not less than a three-fourth majority. At the 31st AGM, Tun Mohamed Dzaiddin bin Haji Abdullah, a PID was reappointed pursuant to this provision.

DIRECTORS' REMUNERATION

1. Level and Make-up of Remuneration

The current remuneration policy for the NEDs comprises the following:

a. Directors' fees

RM60,000 per annum for the Chairman and RM40,000 per annum for each NED subject to shareholders' approval. Fees in line with this scale in respect of FY2007 were approved by the shareholders at the 31st AGM.

b. Meeting allowance for each Board or Board Committee⁹ meeting attended by a NED

• RM3,000 for the Chairman of the Board;
• RM1,500 for the other members of the Board;
• RM1,500 for the Chairman of a Board Committee; and
• RM1,000 for the other members of the Board Committees.

The meeting allowance is also applicable to ad-hoc Board Committees and the Tender Evaluation Committee which the NEDs attend pursuant to the Company's policy and procedures.

⁹ Information on the composition, number of meetings held and attendance of meetings of all Board Committees is set out on pages 81 to 82 of the Annual Report.