Annual Report (Complete) - MYCRON Steel Berhad

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Statement on Corporate Governance (continued) (b) Board Balance and Composition (continued) The Independent Non-Executive Directors are independent of management and free from any business relationship which could materially interfere with the exercise of their independent judgement. Together, they play an important role in ensuring that the strategies proposed by the Management are fully deliberated and examined, taking into account the long term interest of the shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business. Any concerns or queries concerning the Group may be referred to Dato’ Narendrakumar Jasani a/l Chunilal Rugnath who is the Senior Independent Non-Executive Director. (c) Board Meetings The Board meets at least four (4) times a year to review business performance, strategies, business plans and significant policies as well as to consider business and other proposals which require the Board’s approval. Ad-hoc Board meetings are held to deliberate on corporate proposals or urgent issues which require the Board’s consideration between scheduled meetings. Senior Management staff may be invited to attend Board meetings to provide the Board with their views and explanations on certain agenda items tabled to the Board and to furnish their clarification on issues that may be raised by the Board. During the financial year ended 30 June 2010, four (4) meetings were held. The following is the record of attendance of the Directors: Executive Director No. of Attendance % 1. Encik Azlan bin Abdullah 4/4 100 Non-Independent Non-Executive Directors No. of Attendance % 1. Tunku Dato’ Ya’acob bin Tunku Tan Sri Abdullah (Chairman) 4/4 100 2. Dato’ Zulkifly @ Sofi bin Haji Mustapha 2/4 50 3. Datuk Lim Kim Chuan 3/4 75 4. Tunku Dato’ Kamil Ikram bin Tunku Tan Sri Abdullah 4/4 100 5. En Suhaimi bin Kamaralzaman* 1/1 100 Independent Non-Executive Directors No. of Attendance % 1. Dato’ Abu Talib bin Mohamed 4/4 100 2. Dato’ Narendrakumar Jasani a/l Chunilal Rugnath 4/4 100 3. Mr Paul Chan Wan Siew 4/4 100 Note: * Appointed to the Board on 23 February 2010. (d) Supply of Information The Board Members are given board papers with appropriate support documentation in a timely manner prior to each Board Meeting to enable them to function effectively and allow Directors to discharge their responsibilities accordingly. These include, quantitative information and other related performance factors which will enable the Directors to have a good assessment of the subject in hand prior to arriving to the decision. The Executive Director/Chief Executive Officer will lead the presentation of board papers and provide comprehensive explanation of pertinent issues. All directors are entitled to call for additional clarification and information to assist them in matters that require their decision. The Directors are regularly updated by the Company Secretary on new statutory as well as regulatory requirements relating to the duties and responsibilities of Directors. All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed. In addition, the Directors may obtain independent professional advice at the Group’s expense, where necessary, in the furtherance of their duties. The proceedings and resolutions reached at each Board Meeting are recorded in the minutes of the meetings, which are kept in the Minute Book at the registered office. Besides Board Meetings, the Board also exercises control on matters that require Board’s approval through circulation of Directors’ Resolutions. pg 25 | Mycron Steel Berhad
Statement on Corporate Governance (continued) (e) Appointments to the Board The Board had established a Nomination Committee whose main responsibility is to recommend board appointments and to assess directors on an on-going basis. All decisions on appointments are made by the Board after considering the recommendations of the Nomination Committee. The members of the Nomination Committee currently comprises the following members : i) Dato’ Abu Talib bin Mohamed (Chairman); ii) Mr Paul Chan Wan Siew; and iii) Dato’ Zulkifly @ Sofi bin Haji Mustapha The principal duties and functions of the Nomination Committee based on the Terms of Reference approved by the Board, are to recommend technically competent persons of integrity with a strong sense of professionalism, assisting the Board in assessing its overall effectiveness as well as to review the performance of members of the Board, the Executive Director/Chief Executive Officer, and Members of Board Committees as a whole and the contribution of each individual Director. The Nomination Committee has established procedures and processes towards an annual assessment of the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each director. The Nomination Committee will hold a meeting at least once a year. Additional meetings can be scheduled if considered necessary by the Chairman of the Committee. The Company Secretary is the Secretary to the Nomination Committee. (f) Re-election Every Director is required by the Company’s Articles of Association to retire from office once at least every three years except for those who retire every year in accordance with Section 129 of the Companies Act, 1965 and to seek re-election by the shareholders at the Annual General Meeting. Any Director appointed by the Board during the year to fill as a casual vacancy or as an addition shall hold office only until the next Annual General Meeting and shall also be eligible for re-election. (g) Directors’ Training In compliance with the Main Market Listing Requirements of Bursa Securities, the Directors are mindful that they shall receive appropriate training which may be required from time to time to keep them abreast with the current developments of the industry as well as the new statutory and regulatory requirements. During the financial year, the members of the Board have attended relevant development and training programmes, either attended by the Directors according to their individual needs or as arranged by the Company Secretary to enhance their ability in discharging their duties and responsibilities more effectively. Details of the seminars and training programmes attended by the Board members during the financial year ended 30 June 2010 are as follows: Members of the Board Tunku Dato’ Ya’acob bin Tunku Tan Sri Abdullah Tunku Dato’ Kamil Ikram bin Tunku Tan Sri Abdullah Dato’ Zulkifly @ Sofi bin Haji Mustapha Dato’ Abu Talib bin Mohamed Seminars/Training Programmes • Market and Economic Review and Outlook Presentation to Directors • Leadership Solution for Turbulent Times • Market and Economic Review and Outlook Presentation to Directors • Leadership Solution for Turbulent Times • Directors’ Training : Corporate Governance - The Role of Audit Committee • Leadership Solution for Turbulent Times pg 26 | Mycron Steel Berhad
Page 2 and 3: Contents Notice of Seventh (7th) An
Page 4 and 5: Notice of Seventh Annual General Me
Page 6 and 7: Chairman’s Statement On behalf of
Page 8 and 9: Chairman’s Statement (continued)
Page 10 and 11: Corporate Information Domicile : Ma
Page 12 and 13: Mycron Steel Berhad pg 11 | Mycron
Page 14 and 15: Quality Recognition pg 13 | Mycron
Page 16 and 17: Profile of Directors Tunku Dato’
Page 18 and 19: Profile of Directors (continued) Da
Page 20 and 21: Profile of Directors (continued) En
Page 22 and 23: Analysis of Shareholdings As at 15
Page 24 and 25: Analysis of Shareholdings As at 15
Page 28 and 29: Statement on Corporate Governance (
Page 36 and 37: Statement on Internal Control 1. In
Page 38 and 39: Statement on Internal Control (cont
Page 40 and 41: Audit Committee Report (continued)
Page 42 and 43: Directors’ Report for the financi
Page 44 and 45: Directors’ Report for the financi
Page 46 and 47: Statement by Directors Pursuant to
Page 48 and 49: Income Statements for the financial
Page 50 and 51: Consolidated Statement of Changes i
Page 52 and 53: Cash Flow Statements for the financ
Page 54 and 55: Notes to the Financial Statements 3
Page 76 and 77:
Notes to the Financial Statements 3
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THIS PAGE HAS BEEN INTENTIONALLY LE
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FORM OF PROXY (please refer to the
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Annual Report (Complete) - MYCRON Steel Berhad

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