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Statement on Corporate Governance The Board of Directors (the “Board”) fully appreciates the importance of adopting high standards of corporate governance within Malaysia Smelting Corporation Berhad (the “Company”) and its subsidiary companies (the “Group”), in order to safeguard stakeholders’ interests as well as enhancing shareholders’ value. The Board views corporate governance to be synonymous with four (4) key concepts, namely transparency, accountability, integrity as well as corporate performance. The Board believes in inculcating a culture that seeks to balance conformance requirements with the need to deliver long-term strategic success through performance, predicated on entrepreneurship, control and ownership, without compromising personal or corporate ethics and integrity. As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. The Board is pleased to provide a narrative statement on the application of the Principles and the extent of compliance with the Best Practices as set out in Part 1 and 2 of the Malaysian Code on Corporate Governance (Revised 2007) (the “Code”) as well as the relevant provisions in the Main Market Listing Requirements (the “Listing Requirements”)of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). STATEMENT OF PRINCIPLES The following statement sets out how the Company has applied the Principles as set out in Part 1 of the Code: A. DIRECTORS The Board The Board plays a pivotal role in the stewardship of the Group’s direction and operations, including enhancing long-term shareholders’ value. In order to fulfill this role, the Board is explicitly responsible for: • reviewing and adopting a strategic plan for business performance; • overseeing the proper conduct of the Group’s business; • identifying principal risks and ensuring the implementation of systems to manage risks; • succession planning; • developing an investor relations programme; and • reviewing the adequacy and integrity of the Group’s internal control systems and management information systems. Whilst the Board is responsible for creating the framework and policies within which the Group should be operating, Management is responsible for instituting compliance with laws, regulations, rules, directives and guidelines, including the achievement of the Group’s corporate objectives. This demarcation of roles both complements and reinforces the supervisory role of the Board. The Board has a formal schedule of matters specifically reserved to it for decision. Such matters include the overall Group strategy and direction, acquisition and divestment policy, approval of major capital expenditure, consideration of significant financial matters and monitoring the financial and operating performance of the Group. This arrangement enables the direction and control of the Group to be firmly in the Board’s hands. The roles and functions of the Board, which include the differing roles of Executive Director and Non-Executive Directors as well as the schedule of matters reserved for the Board, are clearly delineated in a Board Charter. Meetings The Board meets regularly during the year for scheduled meetings with additional meetings convened when urgent and important decisions need to be taken between the scheduled meetings. Due notice is given of scheduled meetings and matters to be dealt with. All Board meeting proceedings are minuted, including the issues discussed and the conclusions made in discharging its duties and responsibilities. During the financial year, the Board met on nine (9) occasions, where it deliberated upon and considered a variety of matters, including approving the Group’s financial results, strategic and investments decisions, appointment and reappointment of Directors, annual operating and capital budgets as well as financial and operating performance of its subsidiary companies. Principal risks that have a significant impact on the Group’s business or on its financial position, were identified, including measures to mitigate such risks. MALAYSIA SMELTING CORPORATION (43072-A) • ANNUAL REPORT 2011 49
Statement on Corporate Governance (cont’d) A. DIRECTORS (cont’d) 50 Meetings (cont’d) The agenda for each Board meeting and papers relating to the agenda items are endeavoured to be disseminated to all Directors at least five (5) days before the meeting to provide sufficient time for the Directors to review the Board papers and seek clarification, if any. All proceeding from the Board meetings are recorded by way of minutes and signed by the Chairman of the meeting. Details of each Director’s meeting attendances are as follows: Directors Building on Success: Developing Resources for the Future Meeting attended (out of 9) Number of meetings attended *Mr Norman Ip Ka Cheung Chairman, Independent Non-Executive Director 9/9 En Razman Ariffin Senior Independent Non-Executive Director 9/9 Dato’ Seri Dr Mohd Ajib Anuar Executive Director 9/9 Mr Yeo Eng Kwang Non-Independent Non-Executive Director 8/9 Madam Ong Lee Keang, Maureen @ Mrs Maureen Leong Non-Independent Non-Executive Director 9/9 Mr Chew Kwee San Non-Independent Non-Executive Director 7/9 Mr Lim Sit Chen Lam Pak Ng Independent Non-Executive Director 6/9 **Mr Mark Christopher Greaves Non-Independent Non-Executive Director 5/9 * Mr Norman Ip Ka Cheung became an Independent Non-Executive Director as of 1 January 2012. Prior to that he was a Non-Independent Non-Executive Director. ** Mr Mark Greaves became a Non-Independent Non-Executive Director as of 11 January 2012. Prior to that he was an Independent Non-Executive Director of the Company. One of the Company’s Board meetings during the year conflicted with his attendance at Bursa Malaysia Mandatory Accreditation Programme. Board Committees The Board has delegated certain responsibilities to the following Board Committees, which operate within clearly defined terms of reference: Board Committees Key functions Nominating Committee Explained on pages 52 to 55 of this Annual Report Remuneration Committee Explained on pages 55 to 56 of this Annual Report Audit Committee Explained on pages 59 to 64 of this Annual Report The Board periodically reviews the Committees’ terms of reference and operating procedures. The Committees are required to report to the Board on all their deliberations and recommendations and such reports are incorporated in the minutes of the Board meeting.
Page 1 and 2: ANNUAL REPORT 2011 Building on Succ
Page 3 and 4: viSion To be a successful world-cla
Page 5 and 6: Corporate Profile Malaysia Smelting
Page 7 and 8: Corporate Profile (cont’d) For of
Page 9 and 10: Notice of Annual General Meeting NO
Page 11 and 12: Group Financial Highlights 10 Build
Page 13 and 14: Board of Directors From left to rig
Page 15 and 16: Directors’ Profile 14 Building on
Page 17 and 18: Directors’ Profile (cont’d) 16
Page 19 and 20: Statement by the Chairman 18 Buildi
Page 21 and 22: Statement by the Chairman (cont’d
Page 23 and 24: Group Chief Executive Officer/Execu
Page 33 and 34: Securing the Future (cont’d) 32 B
Page 35 and 36: Securing the Future (cont’d) Ore
Page 37 and 38: Tin Market Review 2011-2012 (cont
Page 39 and 40: Tin Market Review 2011-2012 (cont
Page 41 and 42: New Opportunities for Tin Use (cont
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Supplementary information 44. Break
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List of Properties of the Group 31
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Tin Statistics (cont’d) 178 Produ
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Shareholding Statistics as at 21 Ma
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Shareholding Statistics (cont’d)
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184 To: The Company Secretary MALAY
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