Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

Statement of Corporate Governance
The Board would like to assure shareholders of its commitment towards maintaining the highest standards of
corporate governance and the effective application of its principles and best practices throughout the Group, as
set out in the Malaysian Code of Corporate Governance (“the Code”). These principles include accurate fi nancial
disclosure, an open dialogue between the Board of Directors and Management, accountability to our shareholders,
and utmost integrity in all our actions.
The Board will continue to enhance its role in improving governance practices effectively to safeguard the interests
of shareholders and other stakeholders.
Corporate Governance Principles
This Report, which has been considered and adopted by the Board, sets out the manner in which the Company
implemented and applied the Code’s principles and best practices. The Board believes that the Principles of the
Code and the Best Practices outlined in the Code have, in all material respects, been complied with and adhered to.
Board of Directors
Principal Responsibilities of the Board
The Board of Directors is accountable to shareholders for the performance of CMS. Without intending to limit this
general role and its statutory duties, the Board’s principal functions and responsibilities include the following:
• Setting the Group’s overall strategic direction and monitoring progress of these strategies.
• Authorising and monitoring investments and strategic commitments.
• Approving business plans and budgets.
• Overseeing conduct of the Company’s business.
• Identifying principal risks and ensuring systems are in place to manage these risks.
• Reviewing the adequacy of the Company’s system of internal controls.
• Succession planning, including appointing, fi xing the compensation of, and where appropriate, replacing
senior management.
• Developing investor relations programmes for the Group.
• Scrutinising and reporting to shareholders on, but not limited to, the fi nancial statements of the Company.
Board Balance and Independence
Statement of Corporate Governance
Cahya Mata Sarawak’s approach to corporate governance is designed to ensure that its business
and affairs are effectively managed in order to deliver value to the shareholders. It is a system
that the Board has put in place to enhance transparency and accountability, to provide checks
and balances throughout the organisational structure, whilst emphasising increased business
effi ciency of the Group.
The Board currently has nine (9) members, of which seven (7) are non-executive Directors, including the Chairman.
Six (6) of the nine (9) Directors are Independent Directors, which exceeds the one-third requirement set by Bursa
Malaysia Securities Berhad (“Bursa Securities”).
This size and composition of the Board is considered optimum, well balanced and caters effectively at present to
the scope and complexity of the diverse businesses of CMS Group.
Together, the Directors have a wide range of business, fi nancial, management, technical, private sector and public
service experience. This enables the Board to provide effective leadership to the Group’s strategy and performance.
A brief profi le of each Director is presented on pages 15 to 19 of this Annual Report.
The Independent Directors, based on their breadth of knowledge and experience, provide unbiased and
independent views, advice and judgment to take account the interests of all stakeholders including shareholders,
employees, customers, suppliers and the communities in which the Group conducts its business. By way of their
majority membership of the Group Audit Committee, Nomination and Remuneration Committee (“NRC”) and ESOS
Committee, the Independent Directors fulfi ll a self-regulating and key role in corporate accountability.
Annual Report 2011 47