An effective Board leads and controls the Group, and has established terms of reference to assist it in the discharge of this responsibility. All Directors are from diverse professional backgrounds with a wide range of business and financial experience relevant to lead a fast moving consumer products company and, as such, are able to bring independent judgment on issues of strategy, performance, resources and standards of conduct.
                           
Where appropriate, the Board has delegated specific responsibilities to Board Committees as well as various sub-committees to assist the Board in the running of the Group.  The functions and terms of reference of the Board Committees as well as authority delegated by the Board to these Committees have been clearly defined by the Board.  There are four Board Committees namely the Executive Committee, Audit Committee, Remuneration Committee and Nomination Committee and the details of their work are set out below.  These Committees examine specific issues and report to the Board with their recommendations.  The ultimate responsibility for decision-making lies with the Board. 

The Board meets at least four times a year, with additional meetings convened when necessary.

The Board currently has nine Members of whom three are Executive Directors and four out of the six Non-Executive Directors (including the Chairman) are independent. There is a clear division of responsibility between the Chairman and the Managing Director to ensure that there is a balance of power and authority. The Managing Director has the principal responsibility of reporting, clarifying and communicating matters to the Board.

There is an effective check and balance within the Board with the presence of two-thirds of the Board Members being Non-Executive and two-thirds of the Non-Executive being independent. Although all Directors have an equal responsibility for the Group’s operations, the role of these Independent Non-Executive Directors is particularly important in ensuring that the strategies proposed by the executive management are fully discussed and examined with due regard to risk management. The decisions are arrived at after taking into account the long term interests, not only of the Shareholders, but also of employees, customers, suppliers, and the many communities in which the Group conducts its business.

The agenda together with Management reports are circulated on a timely manner prior to Board meetings to enable the Directors to review and consider matters to be deliberated at the Board meetings. The Management reports include, among others, the following details:

• major operational and financial issues
• product and service quality measures
• monthly performance report of the Group
• environmental performance
• significant developments on human resources
• market share and market responses to the Group’s strategies
• minutes of meetings of the Management Team
• minutes of meetings of the Board Committees
• circular resolutions passed

In addition, there is a schedule of matters reserved specifically for the Board’s decision including the approval of quarterly financial statements, the annual operating plan, major acquisitions or disposal of a business or assets and changes to management and control structure of the Group, key policies, procedures and authority limits.

All Directors have access to the advice and services of the Company Secretaries.

The Board has also approved a procedure for Directors, whether as a full Board or in their individual capacity, to obtain independent professional advice at the Company’s expense, where necessary, to enable them to discharge their responsibilities.

The Code endorses as good practice, a formal procedure for appointments to the Board, with a Nomination Committee to make recommendations to the Board and assessing Directors on an on-going basis. The Code, however, states that this procedure may be performed by the Board as a whole, although as a matter of good practice, it recommends that this responsibility be delegated to a committee.

• All Directors were previously involved in the process of assessing existing Directors and identifying, nominating, recruiting, appointing and orientating new Directors but the Board had reviewed this position and set up a Nomination Committee on 28 May 2001. It comprises three Independent Non-Executive Directors and two Non-Independent Non-Executive Directors.

The Nomination Committee recommends to the Board suitable candidates for appointment as Directors and to fill the seats on committees of the Board. In addition, the Nomination Committee assesses the effectiveness of the Board, the Committees of the Board and the contribution of each individual Director.

The Board, through the Nomination Committee, reviews annually its required mix of skills, expertise, attributes and core competencies of its Directors and succession plans for Members of the Board.

Meetings of the Nomination Committee are held as and when required, and at least once a year.

In accordance with the Company’s Articles of Association (Articles), all new Directors who are appointed by the Board are subject to re-election by Shareholders at the next following Annual General Meeting after their appointment. The Articles also provide that at least one-third of the remaining Directors be subject to re-election by rotation at each Annual General Meeting provided always that all Directors, including the Managing Director, shall retire from office at least once every three years but shall be eligible for re-election.

      Pursuant to Section 129 of the Companies Act, 1965, Directors who are over the age of 70 years shall retire at every Annual General Meeting and may offer themselves for re-appointment to hold office until the next Annual General Meeting.
 

As an integral element of the process of appointing new Directors, the Nomination Committee will ensure that there is an orientation and education programme for new Directors with respect to the business and management of the Group. Directors will also receive such further training that may be required from time to time to keep them abreast with relevant changes in laws and regulations, and the business environment.

      All Directors have completed the Mandatory Accreditation Programme (MAP) and fulfilled the Continuing Education Programme (“CEP”) requirements as prescribed by the Listing Requirements of Bursa Securities, save for the newly appointed Directors, Mr. Charles Henry Ireland and Ms Loy Juat Boey who have just completed the MAP in September 2006.

      Pursuant to the amended Listing Requirements in relation to CEP which took effect from 1 January 2005, the Board will assume the onus of determining or overseeing the training needs of the Directors. During the financial year ended 30 June 2006, an in-house training programme which covered the following topics had been organised for the Directors of the Company:-

• Directors’ duties to exercise skill and care – The emerging standard
• General Meetings of public listed companies and the practical aspects
• Overview of the new Financial Reporting Standards
• Putting the soul back into business – The role of Corporate Social Responsibility
• Implementation and preparation for Goods and Services Tax
• 2004 – 2005 Performance review of the Company and outlook for 2006
• Outlook for the Malaysian and regional economies over the next 3 years

      The Board will on a continuous basis, evaluate and determine the training needs of the Directors.