Download PDF - ChartNexus

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