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, which fulfilled the requirement for one third of the Board to be independent. The Board also considers that the current 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 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 improve contribution to overall earnings of the Group and to enhance value for shareholders. Details of the Shareholding Structure, including the Major Shareholders and Directors Shareholdings are set out on pages 132 to 136 of the Annual Report. The biographies of the present Directors (please refer to pages 5 and 6) 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 fulfill an independent, pivotal role in corporate accountability, hence their membership of 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 in accordance with the definition and guidance issued under the Listing Requirements of Bursa Securities and there has been no change in their independent status.

Directors also observe and adhere to the restriction on directorships on public listed and other companies prescribed under the Listing Requirements of Bursa Securities.

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 performance of the operating subsidiaries. Meetings for the year are scheduled early in the year. 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. Six 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 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, related party transactions and announcements. 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 other Management within the Group. A comprehensive Manual on Limits of Authority for the Group adopted by the Board defines the levels of authority delegated to Management.

Directors are fully apprised of the need to determine and disclose transactions or matters which come before the Board which may give rise to a potential or actual conflict. They formally disclose 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.

The Board members have unrestricted access to information required to enable them to discharge their duties. 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 meaningful 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. 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 Group Company Secretary. The Company Secretary advises the Board 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 Management on the statutory, regulatory and corporate developments, the implementation of corporate governance measures and compliance as applicable to the Group in the jurisdictions it operates. The Directors may take independent 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 meetings. In addition, the Articles of Association of the Company require all Directors to submit themselves for reelection 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 Committee
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. A procedure and process towards an annual assessment of the effectiveness of the Board as a whole and the contribution and performance of each individual Director and Board Committee member was reviewed and enhanced during the financial year 2008. The Chairman assumes overall responsibility for the assessment process. Assessments are documented. Assessments in respect of the year ended 31 January 2008 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.

The 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. Any Board expansion would be in conjunction with the Group’s expansion needs.

The terms of appointment of the Non-Executive Directors were revised in accordance with the recommendations of the Higgs Report issued in January 2003, which forms part of the UK Combined Code.

The terms of reference of the Nominating Committee was reviewed and revised during the year to align the terms to the revised provisions of the Malaysian Code affecting the Committee, which came into effect on 1 October 2007.

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 terms of reference of the Audit Committee were also revised during the year to ensure the terms were consistent with the recent revisions to the provisions in the Malaysian Code and the Listing Requirements of Bursa Securities affecting the Audit Committee, which came into effect during the financial year.

Remuneration Committee
The report of the Remuneration Committee and its activities is included in a separate Directors’ Remuneration Report that has been prepared in accordance with Schedule 7A to the Companies Act 1985 of Great Britain. The report outlines important information on policy, service contracts, remuneration package, performance benchmarks and other detailed information relating to the remuneration of the Directors of Tanjong.

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, organised site visits to the Group’s power plants and business units. 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 financial 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 their duties as Directors. The programmes and forums attended by them individually or collectively included areas of leadership, strategic management, stakeholder communications, corporate responsibility, promoting brand awareness, legal and regulatory updates. Directors’ education includes briefings by advisers during board meetings on project evaluation in relation to bids for new businesses by the Group and updates on new developments in laws, regulations and directors’ duties and obligations.

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