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Statement on Corporate Governance (cont’d)
A. DIRECTORS (cont’d)
Board balance
As the date of this statement, the Board currently has eight (8) members, comprising one (1) Independent Non-Executive
Chairman, two (2) Independent Non-Executive Directors, one (1) Executive Director and four (4) Non-Independent and Non-
Executive Directors. A brief profile of each Director is presented on pages 14 to 17 of this Annual Report.
The concept of independence adopted by the Board is in line with the definition of an Independent Director in Section 1.01
of the Listing Requirements of Bursa Malaysia and Practice Note (PN) No. 13/2002. The key elements for fulfilling the criteria
is the appointment of an Independent Director who is not a member of the Management (a Non-Executive Director) and
who is free of any relationships which could interfere in the exercise of independent judgment or the ability to act in the best
interest of the Group. The Board complies with Paragraph 15.02 of the Listing Requirements of Bursa Malaysia which requires
that at least two (2) Directors or one third (1/3) of the Board, whichever is the higher, are Independent Directors.
The Directors, with their differing backgrounds and specialisations, collectively bring with them a wide range of experience
and expertise in areas such as finance, legal and corporate affairs, marketing and operations. The Executive Director in
particular is responsible for implementing the policies and decisions of the Board, overseeing the operations as well as
coordinating the development and implementation of business and corporate strategies.
The Independent Non-Executive Directors contribute significantly and bring forth independent judgment in areas relating to
policy and strategy, business performance, allocation of resources as well as improving governance and controls. Together
with the Executive Director who has intimate knowledge of the business, the Board is constituted of individuals who are
committed to business integrity and professionalism in all its activities.
There is clear division of responsibilities at the head of the Group, to enable a balance of power and authority. The Board
is led by Mr Norman Ip Ka Cheung as the Independent Non-Executive Chairman whilst the executive management of the
Group is helmed by Dato’ Seri Dr Mohd Ajib Anuar, the Group Chief Executive Officer.
The roles of Chairman and the Group Chief Executive Officer are clearly defined and approved by the Board in their individual
position descriptions. The Chairman is responsible for ensuring the integrity and effectiveness of the governance process
of the Board and facilitates at Board meetings to ensure no Board member dominates discussion and relevant opinions
amongst Board member are forthcoming. The Group Chief Executive Officer, supported by the Executive Management
team, is responsible for the day-to-day management of the business as well as implementation of the strategic plan and
policies established by the Board.
The Board is satisfied that the current Board composition fairly reflects the investments of all the shareholders.
Supply of Information
The Chairman undertakes primary responsibility for organising information necessary for the Board to deal with the agenda
and in ensuring that all Directors have full and timely access to the information relevant to matters that will be deliberated at
the Board meeting. The Board is supplied with a comprehensive balance of financial and non-financial information covering
strategic, operational, financial, regulatory, marketing and human resources issues to assist decision making and effective
discharge of its responsibilities. Detailed periodic briefings on industry outlook and Group performance are also conducted
to ensure the Board is well informed on the Group’s position, corporate trends, prospects and emerging issues.
All Directors have unrestricted access to the advice and services of the Company Secretary, who ensures that:
• the Board receives appropriate and timely information for its decision making;
• the Board procedures are followed and all the statutory and regulatory requirements are met.
The Company Secretary ensures that all Board meetings are properly convened and that accurate and proper records of the
proceedings and resolutions passes are recorded and maintained. The Board believes that the Company Secretary is capable
of carrying out her duties to ensure the effective functioning of the Board and her removal from the post, if contemplated, is
a matter for consideration by the Board as a whole.
MALAYSIA SMELTING CORPORATION (43072-A) • ANNUAL REPORT 2011 51