Welcome To Can-One Berhad

A. DIRECTORS

Role of the Board
The Company is headed by a Board of Directors (“the Board”) which leads the Company.

The Board's main roles are to create value for shareholders and provide leadership to the Group. Its other responsibilities include reviewing and approving strategic plans, key business initiatives as well as major investment and funding decisions. It also reviews financial performance, succession plans for senior management and assures adequate internal controls.

Board Composition and Balance
Currently, the Board has seven members comprising a Managing Director, two Executive Directors and four Non-Executive Directors. Two of the Non-Executive Directors (including the Chairman) are Independent. Together the Directors have wide ranging business, financial and legal experience.

There is a clear distinction between the role of the Chairman, the Managing Director and the Executive Directors to ensure balance of power and authority. The Chairman is responsible for the effective running and conduct of the Board whilst the Managing Director has overall responsibility for the development of the Group’s broad strategies and plans to meet such strategies. The Executive Directors take charge of the overall management and operations of the Group.

The Independent Directors fulfill an independent pivotal role in corporate accountability. They provide unbiased and independent views, advice and judgment in ensuring that the strategies proposed by the management are fully discussed and examined taking into account the long term interest of not only the Group but also of all parties affected by the Group’s activities. William Maurice Samson, the Independent Non-Executive Chairman, assumes the role of Senior Independent Non-Executive Director.

Board Meetings
The Board meets at least five times a year with additional meetings convened when necessary. For the financial year ended 31 December 2009, the Board held six meetings and the attendance of the Directors are as follows:-

Supply of Information
All scheduled Board meetings held during the financial year were preceded with a formal agenda issued by the Company Secretary in consultation with the Managing Director and the Executive Directors. The agenda for each meeting was also accompanied by the minutes of preceding meetings of the Board and Board Committees, reports on the Group’s financial performance, industry trends, and relevant proposal papers (if any). During Board meetings, the management provides further details on each matter or supplementary information, where necessary.

Senior management staff as well as advisers and professionals appointed to act for the Company on corporate proposals to be undertaken by the Company are invited to attend Board meetings to furnish the Board with their views and explanations on relevant agenda items tabled to the Board and to provide clarification on issues that may be raised by any Director.

All information within the Group are accessible to the Directors in furtherance of their duties as Directors. All Directors also have access to the advice and services of the Company Secretary and may seek external independent professional advice at the Company’s expense, should the need arise, in furtherance of their duties.

Board Committees
The Board has delegated specific responsibilities to three Board Committees, namely the Audit Committee, Nominating Committee and Remuneration Committee, all of which have their written terms of reference, to assist the Board in discharging its duties and responsibilities. These Committees examine specific issues and report to the Board with their recommendations. The ultimate responsibility for decision making lies with the Board.

The terms of reference and a summary of the activities of the Audit Committee for the financial year ended 31 December 2009 are set out in the Audit Committee’s Report in our Annual Report 2009.

The Nominating Committee is responsible for making recommendations to the Board for any appointments to the Board and Board Committee. In making these recommendations, the Nominating Committee reviews the required mix of skills and experience and other qualities, including core competencies, which the Directors should bring to the Board.

The Remuneration Committee’s main responsibility is to make recommendations to the Board on the framework of the Directors’ remuneration as well as the remuneration packages for all Directors. It is, nevertheless, the ultimate responsibility of the entire Board to approve the remuneration of these Directors.

Appointments and Re-election of Directors
The Company has in place a formal procedure for the appointment of new Directors. All new nominees to the Board are first reviewed and considered by the Nominating Committee before the proposed appointment is recommended to the Board for approval.

The Company’s Articles of Association provides that all Directors shall retire from office once at least in each two years but shall be eligible for re-election. The Articles also provide that all newly appointed Directors shall hold office until the next Annual General Meeting (“AGM”) after their appointment and shall be eligible for re-election.

Pursuant to Section 129(6) of the Companies Act, 1965, Directors who are of the age of seventy and above shall vacate office at every AGM and shall be eligible for re-appointment to hold office until the next AGM.

Directors’ Training and Education
The Company provides opportunities for ongoing education on board processes and best practices as well as updates on relevant new laws and regulations. Directors also have the opportunity to visit the Group’s factories and meet with management to keep abreast of new developments in the Group’s business operations.

The Directors do attend and participate in programmes and forums from time to time relating to management and governance as well as changes to laws and regulations.

Directors’ Remuneration
The Remuneration Committee is entrusted with the role of recommending suitable policies in respect of salary packages for the Managing Director and Executive Directors. The current salary packages comprise a combination of basic salary and a variable performance incentive. There has been no change in the remuneration policies and practices during the financial year under review.

The remuneration of the Non-Executive Directors is based on a standard fee as approved by the Company’s shareholders at the Annual General Meeting. All Directors are paid a meeting allowance for each Board meeting that they attended. Similarly, members of the Board Committees are also paid a meeting allowance for each Committee meeting they attended.

The aggregate Directors’ remuneration paid to the Directors of the Company for the financial year ended 31 December 2009 are disclosed in the financial statements.

B. SHAREHOLDERS

Communication with Shareholders and Investors
The Company recognises the importance of communications with its shareholders. It achieves this via communication channels such as announcements through Bursa Malaysia Securities Berhad, circulars, press releases, Annual Reports as well as through its Annual General Meetings. Through such channels, the Company is able to provide an overview of the Group’s performance operation and disclose material information.

The Annual Report contains all the necessary disclosures and other relevant information about the Group so that the shareholders can obtain a good understanding about the Group and its operations. Shareholders are also provided with timely information through circulars regarding any corporate developments that may impact shareholders’ value.

The Annual General Meeting
The Annual General Meeting is the principal forum for communicating with shareholders. At the Annual General Meeting, shareholders are given opportunity to raise questions and seek clarification on the agenda items and on the performance of the Group. The Managing Director, Executive Directors, and where appropriate, the Chairman of the Board, are available to respond to shareholders’ queries during the General Meetings.

C. ACCOUNTABILITY AND AUDIT

Financial Reporting
In presenting the quarterly and annual financial statements to shareholders and investors, the Board aims to present a balanced, clear and meaningful assessment of the Group’s financial position, performance and prospects. The Audit Committee assists in reviewing the information disclosed to ensure accuracy and adequacy.

Internal Control
The Board acknowledges its responsibilities for the Group’s system of internal control covering not only financial controls but also operational and compliance controls as well as risk management. The internal control system involves each business and key management from each business. It should be noted that the system can only provide reasonable, and not absolute, assurance against material misstatement or loss.

The Group engages an external independent firm of professionals to provide the Audit Committee and the Board independent and objective reports on the Group’s management, records, accounting policies and controls. The scope of its internal audit function includes evaluation of the processes by which risks are identified, assessed and managed and assurance that controls which are implemented are appropriate and can effectively address acceptable risk exposures. The internal audit also ensures that recommendations to improve controls are followed through by the management.

Relationship with the External Auditors
The Board has established formal and transparent arrangements to maintain an objective and professional relationship with the Company’s External Auditors, Messrs KPMG. Messrs KPMG report to the shareholders of the Company on their opinion which is included as part of the Group’s financial reports with respect to their audit on each year’s statutory financial statements.

The External Auditors, Messrs KPMG, also highlight to the Audit Committee and the Board on matters that require the Board’s attention.

The Group continues to be a responsible corporate citizen and plays an important role in society.

It has donated cash and goods for charitable causes.

In respect of development of human resource capital, the Group provides opportunities to undergraduates from local universities and colleges to undergo industrial training with us. We also continuously provide training opportunities, locally or abroad, for our staff.