DIRECTORS
The Board
The Board of AMRB is determined and committed with its responsibilities in governing, leading and monitoring the direction of the Company towards achieving its mission and vision.
Board Balance
At present, AMRB Board consists of eight (8) members comprising five (5) Non Independent Executive Directors and three (3) Independent Non-Executive Directors.
On 22 October 2010, AMRB welcomed the first independent lady director; Puan Fina Norhizah binti Haji Baharu Zaman on board. She is a distinguished professional trained by MISC and Petronas. She filled the vacancy created by Y Bhg Dato’ Mohamad Idris bin Mansor who left the Board on 28 April 2010 to re-join PETRONAS.
The Board strongly feels that gender diversity is a boon to the current mix of skills and experience that will further enhance the Board’s effectiveness in discharging its duties with more responsibilities, effectively and efficiently.
A brief profile of each Director is set out on page 24 to 27 of this Annual Report.
Appointments to the Board
The Nomination Committee is responsible to ensure that the prospective candidate has the required set of personal qualities and competencies to carry out duties and responsibilities as a director. The incumbent’s professionalism, integrity, skills and expertise must be seen to contribute and complement the Board existing strengths.
Accordingly, the appointment of Puan Fina Norhizah binti Haji Baharu Zaman to the Board in 2010 was recommended by the Nomination Committee after going through a careful selection process led by the Chairman of the Nomination Committee. It was the first appointment to Board since the Nomination Committee was established in 2006.
Board Responsibilities
At the strategic level of AMRB, clear division of responsibilities of the Chairman and the Managing Director/Chief Executive Officer (MD/CEO) ensures the balance of power and authority, such that no one person has unfettered powers of decision.
The Board as a whole is responsible in the achievement of the Company’s long term strategic plans. In view of aligning these corporate plans with current economic conditions and challenges, the Board consistently reviews the short term and medium term performance on an annual basis.
The Board is accountable to the shareholders and it is committed to ensure that the Management; being vested with delegated authority and powers by the Board, serves and function in the best interest of AMRB’s stakeholders.
There is also clear division of the Board and Management. At the Management level, there are various working committees established specifically, HSE Steering and Working Committees, Management Committee, Group Risk Management Working Committee, Credit Control Committee, Human Resources Policy Committee and Tender Committee. These Committees meet regularly and as necessary to update knowledge with current information and assess the effectiveness and efficiency of current policy, ensure implementation of new policies and procedures, and continuously monitoring effectiveness and efficient running of the day to day management and operations of the Group of Companies.
Board Meetings
The Board meets on a scheduled basis with at least five (5) times a year. During the financial year ended 31 December 2010, the Board has met six (6) times to deliberate and consider various strategic matters including review on quarterly performance results, corporate plans and annual budget, risk assessment, debtors analysis and controls, new investments proposals and other corporate matters.
The agenda of the meeting and the board papers and necessary information for the Board to deliberate in the meeting is organized by the Company Secretary with consultation of the MD/CEO. The meeting agenda is prepared to take into account the matters reserved for the Board’s decisions. The Company Secretary arranged for the meeting pack to be disseminated to the Board Members on a timely basis.
The Company Secretary records and keeps the minutes of meeting for the purpose of providing historical record and insight into those decisions duly made.
The attendance of the Board members to the meetings held during the period under review is as follows:
| Name |
Position |
No of Meetings Attended |
|
| Dato' Capt Ahmad Sufian @ Qurnain bin Abdul Rashid |
Independent Non Executive Chairman |
6/6 |
|
Dato' Mohamad Idris bin Mansor
(resigned w.e.f 28.04.2010) |
Independent Non Executive Director |
1/1 |
|
| Dato' Haji Ab Wahab bin Haji Ibrahim |
Independent Non Executive Director |
6/6 |
|
Fina Norhizah binti Haji Baharu Zaman
(appointed w.e.f 22.10.2010) |
Independent Non Executive Director |
1/1 |
|
| Azmi bin Ahmad |
Managing Director / CEO |
6/6 |
|
| Shaharuddin bin Warno @ Rahmad |
Executive Director / COO |
5/6 |
|
| Ahmad Hassanudin bin Ahmad Kamaluddin |
Executive Director |
6/6 |
|
| Ab Razak bin Hashim |
Executive Director |
5/6 |
|
| Mohd Abd Rahman bin Mohd Hashim |
Executive Director |
5/6 |
Supply of Information
The Board has full and unlimited access to all information about the Group’s business affairs, the advice and services of the Senior Management and the Company Secretary. The Board may, if required, seek independent professional advice at the Company’s expense on specific issues to enable the Board to discharge its function in relation to the matter being deliberated.
Prior to the Board meetings, all Board members are provided with the agenda and materials containing information relevant to the business of the meeting to allow them to obtain further explanations, where necessary.
In dealing with the announcement and disclosures are to Bursa Malaysia Securities Berhad, the Board’s prior approval is required before any disclosure of such information to the public.
Re-election of Directors
Articles 94 of AMRB's Articles of Association provide that 1/3 of its directors shall retire from office at the annual general meeting and be deemed eligible for re-election. The Article provides that each of them has to retire at least once in every three (3) years rotation.
At the Sixth Annual General Meeting, Encik Shaharuddin Bin Warno @ Rahmad and Encik Ahmad Hassanudin Bin Ahmad Kamaluddin shall retire and stand for re-election. Their profiles can be referred to on page 25 and 26, respectively of this Annual Report.
Article 100 of AMRB’s Articles of Association provides that Directors who are appointed by the Board during the financial period before an AGM are subject to re-election by the shareholders at the next AGM to be held following their appointments.
Therefore, at the Sixth AGM, Puan Fina Norhizah binti Haji Baharu Zaman is due for re-election. Her profile can be referred to on page 27 of this Annual Report.
Directors' Training
All the Board Members, including the newly appointed director Puan Fina Norhizah binti Haji Baharu Zaman have successfully attended the Mandatory Accreditation Programme in compliance with the MMLR.
The Board had for the benefit of its new member arranged a special meeting to brief the new member regarding the current affairs and strategies of the Company.
The Board is always mindful that continuing education is essential for them to keep abreast with changes and developments in the market place and the corporate regulatory framework.
Hence, in January 2010 the Group successfully organized two in-house workshops attended by all the Board Members and invited Management representatives. The workshops focused on Chapter 10 of Bursa Malaysia Main Listing Requirements and FRS 139 of Malaysian Accounting Standard. The workshops were facilitated by trainers from Tricor and a partner of Ernst & Young.
Besides, some of the Board Members had attended the following training/workshops/seminars/professional public courses tabulated herein for information:
| No |
Director |
Training/Workshop/Conference |
|
| 1 |
Dato' Capt Ahmad Sufian @ Qurnain bin Abdul Rashid |
- Corporate Governance Summit on 6 & 7 July 2010
- Strategic Corporate Culture on 13 April 2010
- Corporate Responsibilities using ISO 9001:2008 and ISO 14000:2004
|
|
| 2 |
Dato' Haji Ab Wahab bin Haji Ibrahim |
- Corporate Governance Summit on 6 & 7 July 2010
|
|
| 3 |
Azmi bin Ahmad |
- Sustainability Programme for Corporate Malaysia at Shangri-la Hotel on 23 November 2010
|
|
| 4 |
Ahmad Hassanudin bin Ahmad Kamaluddin |
- Corporate Governance Summit on 6 & 7 July 2010
- Strategic Corporate Culture on 13 April 2010
- Bursa Malaysia Evening Talks on Corporate Governance, Risk Management: Thing Can Still Go Wrong on 28 October 2010
|
|
Board Committees
In ensuring the effectiveness of the Board's function in shaping the Company's strategic direction and providing advice to management, Board has delegated specific responsibilities to three (3) Board’s Committees, namely Audit Committee, Nomination & Remuneration Committee and Risk Management Committee.
These committees have clear defined terms of reference to operate and conduct broad and in depth deliberation on issues before putting up recommendation to the Board.
The terms of reference of the Committees are as follows:
- Audit Commitee ("AC")
The terms of reference of the AC are spelt out in detail under the Audit Committee Report.
- Nomination & Remuneration Committee ("NRC")
- To identify and recommend new nominees of the Board and recommend the compensation packages for these appointments;
- To assist the Board in reviewing the required mix of skills, experience and other qualities, including the competencies which the non executive directors should bring to the Board;
- To review, asses, determine and recommend the level and make-up of the overall remuneration packages of the Executive Directors and the Senior Management with the assistance of the Group Human Resource Department;
- To carry out a process to assess the effectiveness of the Board as a whole by assessing the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer and chief operating officer.
- To document and report to the Board the result of assessment for the Board’s proper evaluation and identification of relevant action programmes.
The members of the NRC are as follows:
| Committee Members |
No of Meetings Attended |
|
Dato' Capt Ahmad Sufian @ Qurnain bin Abdul Rashid
(Chairman)
|
2/2 |
|
Dato' Mohamad Idris bin Mansor *
(Member)
|
1/1 |
|
Dato' Haji Ab Wahab bin Haji Ibrahim
(Member)
|
2/2 |
|
Shaharuddin bin Warno @ Rahmad
(Member)
|
2/2 |
|
|
Note:
* resigned w.e.f 28.04.2010 |
- Risk Management Committee ("RMC")
- To ensure regular assessment, identification, measurement, and monitoring of all principal risks of the Group;
- To coordinate and prioritise the Risk Management activities of the Group to ensure all principal risks are adequately managed;
- To ensure comprehensiveness enterprise-wide Risk Management policies and that a framework is in place to provide a strong control environment;
- To ensure the Group's Risk Management strategies are continuously aligned with its business strategies and risk tolerance, whereby risks are considered in the Group’s long term plans and investment or capital allocations;
- To ensure adequate resources, expertise, and information to manage risks are available throughout the Group; and
- To propagate a risk awareness culture among the Group's stakeholders, in particular all levels of staff within the Group, by way of continuous risk training and education.
The members of the RMC are as follows:
| Committee Members |
No of Meetings Attended |
|
Dato' Mohamad Idris bin Mansor *
(Member)
|
1/1 |
|
Dato' Haji Ab Wahab bin Haji Ibrahim
(Member)
|
2/2 |
|
Shaharuddin bin Warno @ Rahmad
(Member)
|
2/2 |
|
Azmi bin Ahmad
(Alternate Member to Shaharuddin bin Warno @ Rahmad)
|
- |
|
Fina Norhizah binti Haji Baharu Zaman **
(Chairman)
|
- |
|
Encik Ahmad Hassanudin bin Ahmad Kamaluddin ***
(Member)
|
- |
|
|
Note:
* resigned w.e.f 28.04.2010
** appointed w.e.f 01.03.2010
*** appointed w.e.f 18.04.2011
With the vacancy in the chairmanship, the RMC relied on the Group Risk Management Working Committee ("GRMWC") to deliberate most of the corporate and operational risks of the Group. The GRMWC is chaired by Encik Ahmad Hassanudin bin Ahmad Kamaluddin. Recently, to improve communication between the RMC and GRMWC, the Board appointed Encik Ahmad Hassanudin bin Ahmad Kamaluddin as a member of the RMC. The RMC shall be working closely and maintain effective communication with the GRMWC whilst sharing common principles in dealing with risky opportunities.
|
- ESOS Committee ("EC")
- To administer the ESOS and to grant Options in accordance with the Bye-laws;
- To recommend to the Board to establish, amend, and revoke Byelaws, rules and regulations to facilitate the implementation of the ESOS;
- To construe and interpret the provisions hereof in the best interest of the Company; and
- To exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interest of the Company.
The members of EC:
| Committee Members |
|
Azmi bin Ahmad
(Chairman)
|
|
Shaharuddin bin Warno @ Rahmad
(Member) |
|
Md Nasir bin Noh
(Member)
|
|
Haniza binti Sabaran
(Secretary)
|
|
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is responsible to present a balanced, clear and comprehensive assessment of the Group's financial performance and prospect through the quarterly and annual financial statements to shareholders. The Board and the Audit Committee have to ensure that the financial statements are drawn up in accordance with the provisions of the Companies Act 1965 and applicable, approved accounting standards in Malaysia. In presenting the financial statements, the Board has reviewed and ensured that appropriate accounting policies have been used, consistently applied and supported by reasonable judgments and estimates.
Relationship with Auditors
The Board, via the Audit Committee, has established a formal and transparent arrangement for maintaining an appropriate relationship with its auditors, both external and internal.
Internal Control
The Board has overall responsibility for maintaining a sound and effective system of internal control of the Group, covering not only financial controls but also monitoring operations, compliance and risk management to safeguard shareholders’ investment and the Group’s assets.
Detail information on the Group's Internal Control pursuant to Paragraph 15.27(b) of Bursa Malaysia Listing Requirements is set forth on pages 49 and 50 of this Annual Report. The Board also recognizes that the system of internal control has inherent limitations and is aware that such a system can only provide reasonable and not absolute assurance against material misstatements, loss or fraud.
The internal control system of the Group is supported by an established organizational structure with well-defined authority and responsibility lines, and which comprises of appropriate financial, operational and compliance controls.
Statement of Directors' Responsibility
The Directors are required by the Companies Act 1965 to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Group and the Company and of the results and cash flow of the Group and the Company for the financial year then ended.
In preparing the financial statements for the year ended 31 December 2009, the Directors have:-
- Adopted the appropriate accounting policies and applied them consistently;
- Made judgments and estimates that are reasonable and prudent;
- Ensure that applicable, approved accounting standards have been followed, and any material departures have been disclosed and explained in the financial statements; and
- Ensure the financial statement have been prepared on a going concern basis
The Directors are responsible for keeping proper accounting records of the Group and Company, which disclose with reasonable accuracy the financial position of the Group and the Company, and which will enable them to ensure the financial statements have complied with the provisions of the Companies Act 1965 and the applicable, approved accounting standards in Malaysia.
The Directors have the general responsibility for taking such steps that are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Compliance Statement
The Board of AMRB is generally satisfied with the Group's level of compliance with the principles in Part 1 of the Code and the extent to which the best practices in Part 2 of the Code is applied by the Group.
Other Disclosure Requirements
Besides the overview of the state of corporate governance in the Company, the Board is pleased to disclose the following information:
Share Buybacks
During the financial year, there were no share buybacks by the Company.
Options, warrants or Convertible Securities
A total of 19,925,513 units of ESOS Options were exercised for the financial year ended 31 December 2010.
American Depository Receipt ("ADR") or Global Depository Receipt ("GDR") Programme
During the financial year, the Company did not sponsor any ADR or GDR Programme.
Imposition of Sanctions/Penalties
There were no public sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or management by the relevant regulatory bodies during the financial year.
Non-Audit Fees
There were no non-audit fees paid to the external auditors during the financial year.
Variation in Results
The Group announced more than 10 percent deviation between the total comprehensive loss attributable to owners of the parent stated in the Unaudited Fourth Quarter Financial Statements announced on 28 February 2011 and the Audited Financial Statements for the financial year ended 31 December 2010 announced on 29 April 2011.
The reasons for this deviation were disclosed in an announcement through Bursa Malaysia Securities Berhad dated 29 April 2011.
Material Contracts
There were no material contracts entered into by the Company and/or its subsidiaries involving directors and major shareholders' interest either subsisting as at 31 December 2010 or entered into during the financial period under review.
