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Statement on Corporate Governance (cont’d)<br />
A. DIRECTORS (cont’d)<br />
Directors’ training (cont’d)<br />
Director Nature of course<br />
Mr Mark Christopher Greaves • Bursa Malaysia Mandatory Accreditation Programme<br />
23 & 24 February, 2011<br />
• SGX-SID EBL Module 1 – Practical Guides for Achieving Board Effectiveness<br />
3 March, 2011<br />
• SGX-SID LCD Module 4 – Nominating Committee Essentials<br />
7 April, 2011<br />
• EBL Module 3 – Enterprise Risk Management<br />
11 October, 2011<br />
Re-election<br />
The Company’s Articles of Association provide that at least one-third of the Board is subject to retirement by rotation at<br />
each Annual General Meeting. The Directors to retire in each year are those who have been longest in office since their<br />
appointment or reappointment. All Directors are required to submit themselves for re-election at regular intervals and at least<br />
every three (3) years.<br />
In addition, Directors over seventy (70) years of age are required to submit themselves for reappointment annually in<br />
accordance withSection 129(6) of the Companies Act, 1965.<br />
B. DIRECTORS’ REMUNERATION<br />
Remuneration Committee<br />
The Remuneration Committee comprises exclusively of the following members:<br />
Director Meetings<br />
Mr Norman Ip Ka Cheung Chairman, Independent and Non-Executive Director 1/1<br />
En Razman Ariffin Independent and Non-Executive Director 1/1<br />
Dato’ Seri Dr Mohd Ajib Anuar Executive Director 1/1<br />
The Remuneration Committee is responsible for recommending the remuneration framework and the remuneration<br />
packages of Executive Director and Senior Management staff to the Board, so as to ensure that rewards are linked to their<br />
performance and contributions to the Group’s growth and profitability in order to align the interest of the Directors with those<br />
of Shareholders. The Remuneration Committee also ensures the level of remuneration for Executive Director is linked to the<br />
level of responsibilities undertaken and contribution to the effective functioning of the Board. The Executive Director, as a<br />
member of the Remuneration Committee, did not participate in any way in determining his own remuneration.<br />
The Board as a whole determines the remuneration packages of Non-Executive Directors with the Directors concerned<br />
abstaining from discussion in respect of their individual remuneration. In deciding on an appropriate level of fees for each<br />
Non-Executive Director, the Board has considered the responsibility level and time commitment required in attending both<br />
the scheduled and special Board meetings, deliberation time required for Board papers, as well as number of membership<br />
assumed on Board Committees.<br />
Information prepared by independent consultants and survey data on the remuneration practices of comparable companies<br />
is also taken into consideration in determining the remuneration packages for Directors.<br />
Further details of Directors’ remuneration are set out below and in note 37 to the financial statements.<br />
MALAYSIA SMELTING CORPORATION (43072-A) • ANNUAL REPORT 2011 55