Download PDF - ChartNexus

More documents

Recommendations

Info

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
Statement on Corporate Governance (cont’d) B. DIRECTORS’ REMUNERATION (cont’d) 56 Details of Directors’ remuneration Details of major elements of the remuneration for Directors of the Company for the financial year ended 31 December 2011 are as follows: Category Basic salary and other emoluments (RM) Building on Success: Developing Resources for the Future Fees (RM) Benefits in kind (RM) Executive Director 1,367,292.00 30,000.00 129,137.00 1,526,429.00 Non-Executive Directors – 420,000.00 – 420,000.00 The number of Directors and their remuneration categorised within the respective bands are as follows: Range of remuneration Executive Director Non-Executive Directors Above RM1 million 1 – RM50,001 to RM100,000 – 3 RM50,000 and below – 5 C. SHAREHOLDERS The Company recognises the importance of being accountable to its investors and as such has maintained an active and constructive communication policy that enables the Board and Management to communicate effectively with investors, stakeholders and the general public. The primary channels of communication to the Company’s stakeholders are the holding of general meetings, announcements to the Bursa Malaysia, publishing of annual report and ad-hoc communication, as necessary. The quarterly and full year financial results and the annual report of the Company are available on the website of Bursa Malaysia. In addition, the Company’s website at www.msmelt.com contains vital information concerning the Group which is updated on a regular basis. Total (RM)
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
Page 47 and 48: Corporate Social Responsibility (co
Page 49 and 50: Corporate Social Responsibility (co
Page 51 and 52: Statement on Corporate Governance (
Page 55: Statement on Corporate Governance (
Page 61 and 62: Audit Committee (cont’d) 3. Quoru
Page 63 and 64: Audit Committee Report Membership T
Page 65 and 66: Audit Committee Report (cont’d) I
Page 67 and 68: Statement on Internal Control (cont
Page 69 and 70: Directors’ Report The directors h
Page 71 and 72: Directors’ Report (cont’d) Dire
Page 73 and 74: Statement by Directors Pursuant to
Page 75 and 76: Independent Auditors’ Report (con
Page 77 and 78: Statements of Comprehensive Income
Page 79 and 80: Statements of Financial Position (c
Page 81 and 82: Statements of Changes in Equity For
Page 83 and 84: Statements of Cash Flows For the fi
Page 85 and 86: Notes to the Financial Statements (
Page 107 and 108:
Notes to the Financial Statements (
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Supplementary information 44. Break
Page 177 and 178:
List of Properties of the Group 31
Page 179 and 180:
Tin Statistics (cont’d) 178 Produ
Page 181 and 182:
Shareholding Statistics as at 21 Ma
Page 183 and 184:
Shareholding Statistics (cont’d)
Page 185 and 186:
184 To: The Company Secretary MALAY
show all

Download PDF - ChartNexus

Create successful ePaper yourself

Delete template?

Save as template?