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