During the financial year under review, the Board had five members with 3 Independent Directors (including the Chairman), 1 Non-Executive Director and 1 Executive Director, and this composition fulfilled the requirement for one third of the Board to be independent. Following a review in December 2009, the Board affirmed that the aforementioned composition of the Board reflects a fair mix of financial, technical and business experiences that are vital to its successful stewardship of the Group. The composition of the Board during the year under review had also fairly and appropriately represented the ownership structure of the Company with a significant representation of minority interest through the Independent Directors. The role and responsibilities of the Chairman have been formally communicated to him. There is a clear distinction between the role of the Chairman and that of the Executive Director. The Chairman provides effective leadership to the Board and sets the agenda for the Board while the Executive Director provides stewardship to Management to enhance its overall contribution to the Group. Details of the Shareholding Structure, including the Major Shareholders and Directors Shareholdings are set out on pages 134 to 138 of the Annual Report. The biographies of the present Directors (please refer to pages 6 and 7) demonstrate the necessary depth further to which they are able to bring experience and judgement to bear on issues of strategy, performance, resources and ethical standards affecting the Group. The Independent Directors fulfil an independent, pivotal role in corporate accountability, hence their membership in the Audit, Remuneration and Nominating Committees. The details of meetings and activities of these Committees are disclosed below. None of these Directors participate in the day-to-day management of the Group. Independent Directors are required to affirm their independence at least twice a year, in accordance with the definition and guidance issued under the MMLR of Bursa Securities and they have done so and there has been no change in their independent status.

Directors also observe and adhere to the restriction on directorships in Main Market listed and other companies prescribed under the MMLR of Bursa Securities. The Board members are notified if any Director is appointed to other boards.

The Board meets quarterly and also on other occasions to inter-alia, approve the Quarterly Reports, the Annual Report, the Business Plan and to review the progress of the operating subsidiaries in achieving their strategic goals. Meetings for the year are scheduled early in the year. The Board meeting agenda is sanctioned by the Chairman prior to issuance. Due notice is given for all scheduled meetings and additional meetings are convened on an ad-hoc basis for urgent and important matters. Five Board meetings were held during the financial year. Where appropriate, decisions are taken by way of circular resolutions in between scheduled meetings.

The Board has in place a Schedule of Matters reserved specifically for its decisions. The matters reserved for the Board include the approval of the annual Group Budget, Strategic Plan, Business Plans, annual and quarterly financial results, key financial and operating policies, significant capital or operating expenditures, acquisitions or disposals of investments, all major corporate proposals, organisational and capital structure, related party transactions and announcements on significant matters. It also oversees controls and risk management, operating and financial management and succession planning. Relevant Management personnel are invited to Board meetings to report and apprise the Board on performance, operations and other developments within their respective purview. The Board also delegates matters to the Executive Director and the appropriate Management personnel within the Group. A comprehensive Manual on Limits of Authority for the Group approved by the Board defines the levels of authority delegated to Management. Day-to-day operations are delegated to Management.

Directors are fully apprised of the need to determine and declare their interests in transactions on matters which come before the Board or Board Committees (in which they are members), which may give rise to a potential or actual conflict with their duty to the Company. They formally declare any conflict situations or interests in such transactions or matters as and when they arise and in accordance with the laws and regulations, pursuant to an established process. In respect of transactions which are deemed related in which Directors have direct or indirect interests or conflicts, Directors abstain from deliberations and voting at Board meetings or Board Committee meetings in which they are members.

The Board members have unrestricted access to information required to enable them to discharge their duties in accordance with established procedure. Regular and ad-hoc reports are provided to all Directors to ensure that they are apprised on key strategic,financial, operational, legal, regulatory, corporate and social responsibility matters in a timely manner and to enable them to make eaningful and effective decisions. Procedures have been established concerning the content, presentation and timely delivery of papers for each Board and Board Committee meeting as well as for matters arising from such meetings. The Company Secretary assists in the management of this process. Actions on all matters arising from any meeting are reported at the following meeting. The Directors have access to the Head of Group Corporate Assurance and the Company Secretary. The Company Secretary advises the Board members on their duties and obligations, the appropriate requirements, disclosures and procedures to be complied with in relation thereto including the management of their meetings. The Company Secretary also advises both the Directors and Senior Management on the statutory, regulatory and corporate developments, the implementation of corporate governance measures and compliance applicable to the Group in the jurisdictions within which it operates as well as in respect of corporate proposals and transactions. The Directors may takeindependent professional advice at the Group’s expense, in furtherance of their duties. An approved procedure governing this has been communicated to all Directors.

All Directors are required to offer themselves, on a rotation basis, for re-election by shareholders at the annual general meeting. In addition, the Articles of Association of the Company require all Directors to submit themselves for re-election at least once every 3 years, to offer shareholders an opportunity to consider whether to renew their mandate.

The Board recognises that it would be more effective to delegate the detailed responsibilities in achieving certain of its fiduciary duties to Board Committees. To this end, it has in place the following Committees, each of which is governed by its own remit:

Nominating Committe
The terms of reference of the Nominating Committee are available on Tanjong’s website. Board appointments are effected through the Nominating Committee, which is responsible for making recommendations to the Board on all new Board and Board Committee appointments based on a formalised transparent procedure to ensure appointees have the appropriate balance of experience, abilities and skills. The Nominating Committee meets at least twice a year and one of the meetings is for the review of the composition of the Board, to ensure it has the appropriate mix of skills and competencies and makes its recommendation to the Board accordingly.The procedure provides for candidates to be sourced from both internal and external sources and for the Company to use external consultants to undertake the search for potential candidates, when there are vacancies that the Board considers necessary to be filled, on the Nominating Committee’s recommendation. The Board retains the power to decide on any appointments to the Board and Board Committees after considering the recommendations of the Nominating Committee.

A procedure and process towards an annual assessment of the effectiveness of the Board as a whole and the contributions and performance of each individual Director and Board Committee member was reviewed and enhanced during the financial year 2008. Assessments are documented and the templates for assessment for the financial year ended 31 January 2010, were reviewed during the year and enhancements recommended were adopted by the Board. The Chairman assumes overall responsibility for the assessment process. Assessments in respect of the year ended 31 January 2010 of the individual Directors, the Board Committees including the Audit Committee and the Board as a whole, the findings of which were reported by the Chairman and discussed with the Directors, have been concluded. During the year, the Board played a key role in identifying and filling key positions within the Group.

The Nominating Committee had also reviewed the composition, the mix of skills, experience and competencies of the Directors during the year and concluded that the composition was adequate to support the current needs of the Group, though it could enhance the number with appointees from disciplines that may complement the current composition, should the need arise. Any major restructuring of the Board would be in conjunction with the Group’s expansion needs. The Committee met twice during the year.

Audit Committee
The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the Audit Committee Report. The Committee comprises wholly of Non-Executive Directors, the majority of whom are Independent Directors. The Executive Director is invited to attend the Audit Committee meetings in view of his vast business knowledge and experience and his intimate understanding of the Group’s business. The terms of reference of the Audit Committee have been detailed in the Audit Committee Report and can also be found on the Company’s website.

Remuneration Committee
The report of the Remuneration Committee and its activities is contained in the Directors’ Remuneration Report (“DRR”) that has been prepared in accordance with the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The DRR outlines important information on policy, service contracts, remuneration package, performance benchmarks and other detailed information relating to the remuneration of the Directors of Tanjong.The terms of reference of the Remuneration Committee are available on the Company’s website.

All new Directors are required to undergo an orientation programme to provide them with the necessary information to enable them to contribute effectively from the outset of their appointment. The programme prescribes internal briefings on the Group’s operations and financial performance and organised site visits to the Group’s power plants and project sites.
Directors evaluate their training needs on a continuous basis, by determining areas that would best strengthen and keep relevant their contributions to the Board. All Directors have attended the Mandatory Accreditation Programme prescribed by the Bursa Securities.

During the fi  nancial year under review, the Directors have attended and participated in various programmes and forums which they have individually or collectively considered as relevant and useful in contributing to the effective discharge of the duties as Directors. The programmes and forums attended by them individually or collectively included areas of leadership, risk management and corporate governance. Directors’ education includes briefings by advisers on project evaluation in relation to bids for new businesses or new acquisitions by the Group at Board meetings and updates to the Board and Board Committees on new developments in laws, regulations and directors’ duties and obligations.

The Company Secretary facilitates the organisation of internal training programmes and Directors’ attendance in respect of externally conducted programmes and maintains the details of all training programmes attended by the Directors.