| Corporate Governance Statement |
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The Board of Directors of Tradewinds
Corporation Berhad (formerly known as Pernas International
Holdings Berhad) is pleased to disclose to shareholders the
manner in which the Company has applied the principles and
the extent to which it has complied with the best practices
of good governance as set out in Part 1 and 2, respectively
of the Malaysian Code on Corporate Governance (the Code) pursuant
to paragraph 15.26 of the Listing Requirements of Bursa Malaysia
Securities Berhad (Bursa Securities). |
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BOARD OF DIRECTORS |
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The Board has the overall responsibility
for corporate governance, strategic direction, formulation
of policies and overseeing the investments of the Company.
The Board meets at least once every quarter
with additional meetings convened between the scheduled meetings
as Special Board Meetings as and when necessary. During the
year ended 31 December 2004, the Board met a total of eleven
(11) times. |
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BOARD BALANCE |
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As at the date of the Annual Report 2004,
the Board consists of ten (10) Directors including an alternate
Director; seven (7) of whom are independent non-executive
Directors and three (3) non-independent non-executive Directors.
The Directors are well experienced in their respective fields
and together provide an effective blend of entrepreneurship,
business and professional expertise. No individual or group
of individuals dominates the Board’s decision making.
The roles of the Chairman and the Group Chief
Executive Officer are clearly defined so as to ensure that
there is a balance of power and authority.
The Chairman is responsible for ensuring
Board effectiveness and conduct whilst the Group Chief Executive
Officer has overall responsibility for the operating units,
organisational effectiveness and the implementation of Board
policies and decisions. The presence of seven (7) independent
non-executive Directors, which is in excess of Bursa Securities’
requirement of one-third, fulfils a pivotal role in corporate
accountability. Although all the Directors have equal responsibility
for the Group’s operations, the role of these independent
Directors is particularly important as they provide independent
views, assessment, advice and judgement. |
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SUPPLY OF INFORMATION |
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All Board meetings held during the year
were preceded by a formal notice issued by the Company Secretary.
In advance of each Board meeting, the members of the Board
are each provided with the agenda for the meeting together
with a comprehensive set of Board papers issued in sufficient
time so that informed decisions are made. Senior Management
staff would normally be invited to attend Board meetings to
provide the Board with detailed explanations and clarifications
on matters that are tabled to the Board. All proceedings from
the Board meetings are minuted by the Company Secretary and
signed by the Chairman of the meeting.
Directors may obtain independent professional
advice in the furtherance of their duties, at the Company’s
expense. All Directors have access to the Senior Management
and services of the Company Secretary in carrying out their
duties. |
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BOARD COMMITTEES |
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The Board has delegated certain responsibilities
to Board committees namely, the Audit, Nomination, Remuneration,
Hotel Operations and Finance Committees in discharging its
fiduciary duty.
The terms of reference of each Committee
have been approved by the Board and, where applicable, comply
with the recommendations of the Code. |
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RE-ELECTION OF DIRECTORS |
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The Articles of Association of the Company
provide that a number nearest to one third of the Board, with
a minimum of one (1), is subject to retirement by rotation
at each Annual General Meeting.
The Directors to retire in every year are
the Directors who have been longest in office since their
last election or appointment. A retiring Director is eligible
for re-election. All Directors shall retire from office once
at least in every three (3) years but shall be eligible for
re-election.
The Articles of Association of the Company
further provide that Directors who are appointed by the Board
shall hold office until the first Annual General Meeting following
their appointment and be eligible for re-election. |
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DIRECTORS’ TRAINING |
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The Board recognises that fundamental
to the effective discharge of their responsibilities and obligations
is awareness and knowledge of the Group. As at the date of
the Annual Report 2004, all the Directors except the newly
appointed alternate Director have attended and successfully
completed the Mandatory Accreditation Programme (MAP) organised
by Bursatra Sdn Bhd (formerly known as Bursa Malaysia Training
Sdn Bhd). The Directors will continue to undergo the Continuing
Education Programme (CEP) to further enhance their skills
and knowledge where relevant. |
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SHAREHOLDER / INVESTOR COMMUNICATION
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The Board and Management recognise the
importance of transparency and accountability to its shareholders
and investors, and the need for shareholders to be informed
of all material business matters affecting the Group.
The Company’s Annual and Extraordinary
General Meetings (General Meetings) present opportunities
for the Board to meet individual shareholders, and provide
a forum to discuss and debate key issues. All shareholders
are encouraged to attend the General Meetings and participate
in the proceedings. Every opportunity is given to the shareholders
to seek clarification from the members of the Board, Management
and the Auditors of the Company about the resolutions being
proposed and the Group’s performance and activities.
Other mode of communication with shareholders
as well as investors include meetings with representatives
of stakeholders, research analysts and fund managers to brief
them on the Group’s corporate exercises, the Company’s
Annual Report and Circulars to Shareholders, Corporate Announcements
to Bursa Securities and press releases.
Shareholders and investors can access the
Company’s website at www.tradewindscorp.com
for the latest Corporate Information on the Group.
Any queries or concerns regarding the Group may be conveyed
to the following persons:-
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| (i) |
Abdul Jabbar bin Abdul Majid
Senior Independent Director
Email Address: abduljabbar@tradewindscorp.com
Telephone No: 03-9173 0177
Facsimile No: 03-9173 4996 |
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| (ii) |
Chan Choy Lin, Carol
Company Secretary
Email Address: carolchan@tradewindscorp.com
Telephone No: 03-9173 0177
Facsimile No: 03-9173 4996 |
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| (iii) |
Hamidah Md Yusoff
Senior Manager, Group Communications
Email Address: hamidah@tradewindscorp.com
Telephone No: 03-9173 0177
Facsimile No: 03-9173 4606 |
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ACCOUNTABILITY AND AUDIT |
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Financial Reporting |
In presenting the annual financial statements
and quarterly results announcements to shareholders, the Board
aims to provide and present a clear, balanced and understandable
assessment of the Group’s position and prospects. The
Board is assisted by the Audit Committee to oversee the Group’s
financial reporting processes.
The Directors’ Responsibility Statement
in respect of the preparation of the annual audited financial
statements of the Company is set out on page 35 of the Annual
Report 2004. |
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Internal Control |
The Board acknowledges its overall responsibility
for maintaining a sound system of internal control to safeguard
shareholders’ investment and the Group’s assets
by identifying principal risks and ensuring the implementation
of appropriate systems to manage these risks, and reviewing
the adequacy and integrity of the system of internal control.
A statement of internal control is presented on pages 36 to
37 of the Annual Report 2004. |
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Relationship with the Auditors |
The Board has through the Audit Committee,
established a transparent arrangement for maintaining appropriate
relationship with the Company’s external and internal
auditors. The Audit Committee seeks regular assurance in the
effectiveness of the internal control system through independent
appraisal by the auditors.
This statement is made in accordance with a resolution of
the Board of Directors dated 27 April 2005.
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