The Board and Committees
The Board currently comprises two executive directors and
five non-executive directors of whom one is the Chairman and three
are independent non-executive directors (one being the Senior
Independent Director). The Board considers its independent
non-executive directors to be independent in character and
judgement.
No independent non-executive director has:
- been an employee of the Group within the last five years;
- had within the last three years, a material business
relationship with the Group;
- received remuneration other than a director's fee;
- had close family ties with any of the Group's advisers,
directors or senior employees;
- held cross-directorships or had significant links with other
directors through involvement in other companies or bodies;
- represented a significant shareholder; or
- served on the Board for more than nine years.
The Combined Code indicates that a Chairman of the Company
should meet the independence criteria on appointment, and the
current Chairman did, but thereafter the test of independence is
not appropriate in relation to the Chairman.
The remaining non-executive director is nominated by major
shareholder, Mohammed Abdulmohsin Al-Kharafi & Sons WLL.
Until 4 December 2009, a non-executive director was nominated by
York Place Limited, a subsidiary of UEM Builders Berhad, the other
major shareholder. UEM Builders Berhad have not yet taken advantage
of the right to nominate a successor to the non-executive director
who retired on 4 December 2009.
The Company complies with the requirement under provision A3.2
of the Combined Code that at least half of the Board, excluding the
chairman, should comprise non-executive directors determined by the
Board to be independent, notwithstanding that this requirement is
waived in respect of smaller companies such as the Company being a
member of the FTSE small cap companies.
The independent non-executive directors all have terms and
conditions of appointment, which are available for inspection
during normal business hours at the Company's Registered Office. An
independent non-executive director's appointment is for an initial
period of three years, at the expiry of which time, the appointment
is reviewed to determine whether the appointment should continue.
The two major shareholders are each entitled to appoint a
non-executive director for so long as those shareholders each hold
7% of the aggregate nominal value of the then issued ordinary share
capital of the Company.
In consequence, the Company did not comply with provision A7.2
of the Combined Code, which requires that all non-executive
directors should be appointed for a specific term and be subject to
re-election. The Company's Articles of Association require that all
directors, including nominee non-executive directors, should be
subject to election by shareholders at the first opportunity after
their appointment and to re-election thereafter at intervals of no
more than three years, thus complying with provision A7.1 of the
Combined Code.
Brief biographies of the executive and non-executive directors
appear here. The biographies illustrate that the non-executive
directors have a range of business and financial experience that is
important and relevant to the management of the Company.
The Group is controlled through its Board. The Board's main
roles are to create value for shareholders, to provide
entrepreneurial leadership of the Group, to approve the Group's
strategic objectives and to ensure that the necessary financial and
other resources are made available to enable the Group to meet
those objectives.
Audit Committee
(PDF 219kb)
Nomination
Committee (PDF 78kb)
Remuneration
Committee (PDF 428kb)