Audit Committee
The Audit Committee was established on 23 December
2013 to serve as a Committee of the Board. The
composition of the Audit Committee meets the MMLR,
where Independent Directors form the majority. The
members of the Audit Committee comprise:
Dato’ Mohzani Abdul Wahab (Chairman)
Dr. Raja Abdul Malek Raja Jallaludin
Datuk Zakaria Sharif
The Audit Committee reviews issues of accounting
policy and presentation for external financial reporting,
monitors the work of the internal audit function and
ensures an objective and professional relationship is
maintained with external auditors. The Audit
Committee has full access to both the internal and
external auditors who, in turn, have access at all times
to the Chairman of the Audit Committee. The role of
the Audit Committee and the number of meetings held
during the financial year as well as the attendance
record of each member are set out in the Audit
Committee Report in this annual report.
Nominating Committee
The Nominating Committee, established on 23
December 2013 comprises entirely Non-Executive
Directors, majority of whom are independent and
chaired by an Independent Director. The members of
the Nominating Committee comprise:
Dato’ Mohzani Abdul Wahab (Chairman)
Gen. Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (R)
Maj. Gen. Dato’ Hj. Khairuddin Abu Bakar (R) J.P.
The Nominating Committee is responsible for
proposing new nominees to the Board and Board
Committees, for assessing on an ongoing basis, the
contribution of each individual Director and the overall
effectiveness of the Board. The final decision as to who
shall beappointedasDirector remains the responsibility
of the full Board, after considering the recommendation
of the Nominating Committee.
The terms of reference of the Nominating Committee
are as follows:
• To assess and recommend to the Board candidates
for directorship on the Board of the Company as
well as membership of the Board Committees.
• To review and assess annually the overall
composition of the Board in terms of appropriate
size, required mix of skills, experience and core
competencies, and the adequacy of balance
between Executive Directors, Non-Executive
Directors and Independent Directors.
• To establish the mechanism for the formal
assessment of the effectiveness of individual
Director, and to annually appraise the performance
of Chief Executive Officer and Senior Management
based on objective performance criteria as
approved by the Board.
• Meetings of the Nominating Committee are held
as and when necessary, and at least once a year.
The Nominating Committee met once during
the year whereby all members registered full
attendance. For the year, the Committee
recommended
on
the
re-election
and
re-appointment of the Directors who retired at
the 2015 Annual General Meeting.
Remuneration Committee
The Board has established a Remuneration Committee
consisting of the following Directors, all of whom are
Non-Executive Directors:
Gen. Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (R)
(Chairman)
Tan Sri Dato’ Seri Lodin Wok Kamaruddin
Dr. Raja Abdul Malek Raja Jallaludin
The Remuneration Committee reviews the
remuneration packages, reward structure and fringe
benefits applicable to the Chief Executive Officer and
Senior Management on an annual basis and makes
recommendations to the Board. The Board as a whole
determines the remuneration of the Chief Executive
Officer with each individual Director abstaining from
decisions in respect of his own remuneration. In
establishing the level of remuneration for the Chief
Executive Officer and Senior Management, the
Remuneration Committee has regard to packages
offered by comparable companies, and may obtain
independent advice.
statement o n co rpo r ate g overnan ce
Bo ustead plantati o ns Berhad
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