Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

Prior to each Board meeting, the Directors are provided with an agenda and a set of Board papers. These are issued
in suffi cient time to enable the Directors to obtain further explanation, where necessary, in order to be properly
briefed before the meeting.
Senior Management staff, as well as, advisers and professionals appointed to provide advice on corporate proposals
and other specifi c issues may be invited to attend Board meetings. Their role is to provide the Board with views and
explanation on certain agenda items tabled to the Board, and to furnish clarifi cation on issues that may be raised
by the Directors.
Board members have unlimited access to the Group Company Secretary for any further information required.
Independent professional advice is also available to the Directors, as and when required, at the Company’s expense.
There is a schedule of matters reserved specifi cally for the Board’s decision, including approval of corporate plans
and budgets, acquisition and disposal of undertakings and properties of a substantial value, major investments
and fi nancial decisions, as well as signifi cant changes to the management and control structure within the Group,
including key policies, procedures and delegated authority limits.
In 2011, the Board papers included the following reports and / or information:
• Group Business Overview covering:
- Monthly fi nancial reports of the Group.
- Key operational issues, and the execution and/or implementation of plans.
- The market situation in Malaysia.
- Competitors’ activities.
• Report on investment in listed associated companies (quarterly).
• Corporate Social Responsibility (half-yearly).
• Human Resources (half-yearly).
• Risk Management (quarterly) highlighting the status of key and other risks.
• Investor relations (half-yearly).
• Update on regulatory and fi nancial matters.
Among the numerous initiatives studied and approved by the Board in 2011 were:
• Approved the participation in a joint venture to develop a new township in Samalaju, Bintulu including the
development of supporting light industries and service centres, construction and management of temporary
workers’ and executives’ lodges in Samalaju Industrial Park, Bintulu.
• Approved the investment for the development of a manganese and ferro alloy smelting plant at Samalaju
Industrial Park.
• Approved the commencement of a Bulk Terminals Project aimed to improve the cement distribution system
and bulk import facilities across the State of Sarawak.
• Reviewed the cement operations’ effi ciencies.
• Approved and completed the acquisition of CMS Roads Sdn Bhd and CMS Pavement Tech Sdn Bhd.
• Approved the Directors’ Code of Ethics for the Group.
• Reviewed and approved the revision of Group Limits of Authority and Procurement Policies & Procedures
manuals.
• Detailed risk analysis and development of an integrated Business Continuity Plan (exercise continues in
2012).
• Overview of property development operations and The Isthmus development plan (continues in 2012).
Group Company Secretary
Statement of Corporate Governance
The Group Company Secretary takes charge of ensuring overall compliance with the Companies Act, Main Market
Listing Requirements of Bursa Securities and other relevant laws and regulations. In performing this duty, the Group
Company Secretary performs the following tasks:
• Ensures all appointments to the Board and its Committees are properly made.
• Maintenance of records to comply with statutory obligations.
• Ensures that obligations arising from the Main Market Listing Requirements of Bursa Securities or other
regulatory requirements are met.
• Facilitates the provision of information as requested by the Directors.
The Board may remove the Group Company Secretary.
Annual Report 2011 51