As at 31 December 2009, the Board consists of six (6) directors of whom three (3) are independent. However, due to the resignation of Dr. Mohd Nasir bin Hassan on 4 February 2010, the current composition of the Board stands at five (5) of whom two (2) are independent. The composition of the Board was maintained so that not less than one-third (1/3) were independent directors at all times. This balance enables the Board to provide clear and effective leadership to the Group and to bring informed and independent judgment to many aspects of the Company's strategies so as to ensure that the highest standards of conduct and integrity are maintained.

The Directors with their different backgrounds and specialisations, collectively bring with them a wide range of experience and expertise to enable the Board to lead and control the Group effectively. A brief description on the background of the Directors is presented in the Board of Directors' Profile section of this Annual Report.

There is a clear division of responsibility between the Chairman and the Chief Executive Officer to ensure a balance of power and authority. The Chairman is primarily responsible for ensuring Board effectiveness and conduct whilst the Chief Executive Officer oversees the day-to-day running of the businesses including implementation of the policies and strategies adopted by the Board and clarifying matters relating to the Group's business to the Board.

The Board has met four (4) times during the financial year under review. It is envisaged that the Board will convene additional meetings as necessary. All Board members bring an independent judgment to bear on issues of strategy, performance, resources, and standard of conduct.

The Board reviews and approves the short term budgets and long term strategies in line with the overall strategy of its major shareholders. In addition, all acquisitions, disposals and major capital expenditure are approved by the Board. At appropriate times, the Board also considers the principal risks affecting the business of the Group and the measures that could be taken to mitigate such risks.

The Board, in discharging its fiduciary duties, is assisted by two (2) Board Committees namely the Audit and Risk Management Committee and the Nomination and Remuneration Committee, each entrusted with specific tasks.

These Committees have the authority to examine particular issues and report back to the Board with their recommendations. The ultimate responsibility for the final decision on all matters, however, lies with the entire Board.

All Committees have written terms of reference which have been approved by the Board, and the Board receives report of their proceedings and deliberations. The Chairman of the various committees will report to the Board on the outcome of the Committee meetings and such reports will be incorporated in the minutes of the Board Meeting.

Meetings and Supply of Information
Board Meetings are scheduled a year ahead in order to enable full attendance at Board meetings. During the financial year under review, the Board deliberated upon and considered a variety of matters including the Group's financial results, strategic plan and business plan of the Group in the meetings held. During the year, four (4) board meetings were held. Details of the Directors' meeting attendance during the financial year are as follows:-

Scheduled Board meetings are structured with a pre-set agenda. Prior to the Board meetings, all Directors are provided with the board papers in a timely manner with information in a form and of a quality appropriate to enable them to discharge their duties.

Minutes of proceedings and resolutions passed at each Board and Board Committees Meetings are kept in the statutory register at the registered office of the Company. All directors, whether as a Board or in their individual capacity have full access to information within the Group and to obtain independent professional advice in furtherance of their duties at the Group's expense, if required. In addition, all Directors have access to the advice and services of the Company Secretary.

The Directors are also constantly updated on the latest development in the legislations as well as on statutory and regulatory requirements pertaining to their duties and responsibilities. They are also notified of any disclosure/ announcements made to Bursa Malaysia and where required, senior members of the Management are invited to attend and make presentations at each Board meeting.

Audit and Risk Management Committee
The Audit and Risk Management Committee reviews issues of accounting policy and presentation of external financial reporting, monitors the work of the internal audit function and ensures that an objective and professional relationship is maintained with the external auditors. In addition, the Audit and Risk Management Committee also reviews the risk management programme of the Group and provides proper guidance and direction in facilitating the risk functions within the Group to enhance the corporate governance standard and safeguard all stakeholders' interest. The Audit and Risk Management Committee works closely with the internal auditor, the group risk management officer and external auditors who, in turn, have access to the Chairman of the Audit and Risk Management Committee.

The Composition and terms of reference of the Audit and Risk Management Committee are set out in the Audit and Risk Management Committee Report.

Nomination and Remuneration Committee
The Nomination Committee and Remuneration Committee, both established on 15 July 2002 were merged as a single committee by the Board on 30 March 2006. The Nomination and Remuneration Committee consists of Non-Executive Directors. The composition and the terms of reference of the Nomination and Remuneration Committee are set out in the Nomination and Remuneration Committee Report.

Appointment and Re-Election of Directors

Appointment
There is a formal and transparent procedure for the appointment of new members to the Board as well as re-election of Directors to the Board at the Annual General Meeting, with the Board Nomination and Remuneration Committee making recommendations to the Board. Following the appointment of new Directors to the Board, an induction programme including visits to the Group's businesses and meetings with senior management as appropriate will be arranged to familiarise themselves with the operations of the Group.

Re-election
The Company's Articles of Association provide that at least one- third (1/3) of the Board are subject to retirement by rotation at each Annual General Meeting provided always that each Director shall retire at least once in every three years. The Directors to retire in each year are the Directors who have been longest in office since their appointment or re-appointment. This provides an opportunity for shareholders to renew their mandates. Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965. To assist shareholders in their decision, sufficient information such as personal profile, meeting attendance and the shareholdings in the Group of each Director standing for re-election are furnished in a separate statement accompanying the Notice of Annual General Meeting.

Directors' Training
All Directors have attended and successfully completed the Mandatory Accreditation Programme (MAP) as prescribed by Bursa Malaysia Listing Requirement.

The Directors also continually attend education programmes and seminars to further enhance their skill and knowledge and to keep abreast with developments in the market place. As part of the Directors development programme, the Group participates in the CCM Group's own comprehensive and formal training programmes tailored to the needs of the Board. For the financial year ended 31 December 2009, an in-house training programme entitled "Malaysia - The Global Halal Hub" was conducted and facilitated by industry experts. In addition to the in-house seminars, Directors are also encouraged to attend talks, training programmes and seminars to update themselves on new developments in the business environment.

The Board has assessed and considered the training programmes attended by them and deemed that the trainings were appropriate and sufficient.

Directors' Remuneration
The objective of the Group's policy on Directors' remuneration is to ensure that the Group attracts and retains Directors of the calibre needed to run the Group successfully. In the case of Executive Directors, the component parts of remuneration are structured so as to link rewards to corporate and individual performance. The Nomination and Remuneration Committee will make recommendations to the Board on all elements of executive directors' remuneration, if any. In the case of Non- Executive Directors, the level of remuneration reflects the level of responsibilities and the market practice to which the remuneration is pegged. The shareholders at the annual general meeting approve the aggregate annual Directors' fees for Non-Executive Directors while the Board decides the determination of the fees for each Non-Executive Directors.

Details of Directors' remuneration paid by the Company for the financial year ended 31 December 2009 are as follows:-

The number of Directors of the Company whose remuneration fall within the respective bands are as follows:-