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The Remuneration Committee is entrusted with the role of determining and recommending suitable policies in respect of remuneration packages for Executive Directors and Senior Management of the Group to ensure that rewards commensurate with their experience and individual performance. The Remuneration Committee consists of three (3) Independent Non-Executive Directors.
The Non-Executive Directors are paid monthly fees. The Board as a whole determines the remuneration of Non-Executive Directors based on experience and level of responsibility undertaken. Each individual Director abstains from discussion pertaining to his own remuneration. Directors' fees are approved at the AGM.
The Board is responsible for ensuring that ï¬nancial statements prepared for each ï¬nancial year give a true and fair view of the Group's state of aï¬€airs. Quarterly ï¬nancial results and annual ï¬nancial statements are reviewed and deliberated upon by the Audit Committee to ensure the quality of the ï¬nancial reporting and adequacy of such information, prior to submission to the Board for its approval. The Audit Committee also reviews the appropriateness of the Company's accounting policies and the changes to these policies.
The Board has established a formal, transparent and appropriate relationship with the Group's auditors, both external and internal, through the Audit Committee. The Audit Committee meets regularly with the External and Internal Auditors to discuss and review the audit plan, quarterly ï¬nancial results, annual ï¬nancial statements and audit ï¬ndings, and makes recommendations for the Board's approval. During the year, the Audit Committee has also met with the External Auditors without the presence of the Executive Directors and Management.
During the ï¬nancial year under review, the outsourced Internal Audit function conducted internal audit reviews in accordance with the internal audit plan approved by the Audit Committee. Based on the internal audit reviews conducted, no signiï¬cant weaknesses identiï¬ed have resulted in material losses, contingencies or uncertainties requiring separate disclosure in the Annual Report.
The External Auditors also provide assurance in the form of their annual statutory audit of the ï¬nancial statements of the Group. Signiï¬cant areas of audit and areas for improvement identiï¬ed during the course of the statutory audit were highlighted to the Audit Committee's attention through Audit Review Memorandum, or were articulated at Audit Committee meetings.
Risk Management Committee
The Board acknowledges its responsibility for the Group's system of internal controls and risk management as well as for reviewing the eï¬€ectiveness of these systems. Such systems are designated to manage rather than eliminate the risk of failure to achieve the Group's business objectives.
At an Extraordinary General Meeting held on 16 December 2010, the Company obtained approval from its shareholders on the termination of the ESOS and the establishment of new ESOS ("New ESOS") for eligible employees and directors (including non-executive directors) of the Group ("Eligible Persons"), which is eï¬€ective on 4 March 2011 and will expire on 3 March 2016. The New ESOS is administered by the ESOS Committee and governed by the New ESOS Bylaws. No options have been granted under the New ESOS at the end of the ï¬nancial year.
To enhance their skills and knowledge, and to keep abreast with the relevant changes in laws, regulations and business environment, in order to discharge their duties more eï¬€ectively, Board members were attended various trainings during the ï¬nancial year ended 31 December 2011.
The Group communicates regularly with shareholders and investors through the Annual Report, quarterly ï¬nancial reports, and various announcements made through the Group's Corporate Website.
02. Advanced Packaging Technology (M) Berhad
Advanced Packaging Technology (M) BhdÂ was incorporated in Malaysia under the Companies Act, 1965 on 31 March 1982 as a private limited company under the name of Goyo Corporation (M) Sdn Bhd. The company subsequently changed its name to Advanced Packaging Technology (M) Sdn Bhd on 09 June 1982 and was converted to a public company on 27 May 1993. It is listed on Main Board of Bursa Malaysia on 27 May 1994.
Advanced Packaging Technology (M) BhdÂ produces high-quality flexible packaging materials catering to a wide cross-section of industries in both the local and overseas markets such as snack foods, instant noodles, sweets and confectionery, liquid condiments, frozen foods, spices, beverages, milk powder, edible oil, rice, medical/surgical products and pharmaceuticals, among others. The range of flexible packaging material comprises both single and multi-layers that carry appealing designs. Through close consultation with clients, they tailor-make their products according to the buyer's precise specification and design in both roll and pouch form. Advanced Packaging Technology (M) Bhd currently also produces linear low density polyethylene (LLDPE) film for its internal consumption.
To deliver excellence in quality and service to each client.
No vision statement.
As of 31 December 2011, total share capital of the company is RM 20,504,250.
Practice of Corporate Governance
The Board of Directors ("Board") of Advanced Packaging Technology (M) Bhd subscribes to the principles of and best practices in corporate governance. The Directors are committed to having a good corporate governance framework in conducting the business and affairs of the Company in order to enhance shareholders' value and the financial performance of the Company whilst taking into account the interest of other stakeholders.
A proper and practical framework for governance and controls that are in line with the principles of and best practices in corporate governance as recommended in the Malaysian Code on Corporate Governance ("Code") and the relevant provisions in the Bursa Malaysia Securities Berhad Listing Requirements has been established and implemented by the Company. This Statement together with other statements such as Statement on Internal Control sets out the manner in which the Company has applied the principles and the extent of its compliance of Part I of the Code for the financial year ended 31 December 2011.