Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

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52 Statement of Corporate Governance Board Committees The following Committees have been established to assist the Board in the execution of its responsibilities. The Committees have written terms of reference which have been approved by the Board and set out their authority and duties. Directors’ Membership on Board Committees Name of Director Nomination & Group Audit Group Risk ESOS Remuneration Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail (Independent, Non-Executive) Dato Sri Mahmud Abu Bekir Taib (Non-Independent, Non-Executive) Datuk Syed Ahmad Alwee Alsree (Executive) Dato’ Richard Curtis (Executive) Dato Sri Liang Kim Bang (Senior Independent, Non-Executive) General (R) Tan Sri Mohd Zahidi Zainuddin (Independent, Non-Executive) Datuk Wan Ali Tuanku Yubi (Independent, Non-Executive) Datu Michael Ting (Independent, Non-Executive) Kevin How Kow (Independent, Non-Executive) Cahya Mata Sarawak Berhad � (Chairman) � � (Chairman) � � � � (Chairman) � � � � � � � � � � � (Chairman) �
Statement of Corporate Governance The Company has four (4) principal Board Committees: (a) Nomination and Remuneration Committee (“NRC”) The NRC is responsible for: Membership to the Board of Directors and Board Committees: • Determining criteria for Board membership and annual review of the effectiveness and effi ciency of the Board and its Committees. • Evaluating and proposing new appointments to the Board. • Establishing a succession plan at the Board-level and a framework for appointment, development and succession for Senior Management of the Group. • Recommending appropriate training for Directors. • Ensuring investments of minority shareholders are fairly refl ected on the Board. Remuneration of Directors, Board Committees and Senior Management: • Recommending a policy and framework for performance evaluation and remuneration of the Directors, both non-executive and executive, and for Senior Management of the Group. • Evaluating performance procedures and ensuring remuneration packages are competitive and realistic, with an emphasis on performance. • Ensuring performance targets are consistent with the interests of the shareholders and to maintain an appropriate balance between long and short term goals. The NRC meets at least once a year. Four (4) of the six (6) Directors on this Committee are Independent Non- Executive Directors. The members of the NRC together with their attendance at Committee meetings in 2011 are as follows: Name of Director Attendance at Meetings (2011) Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail 6 / 6 (100%) (Independent, Non-Executive) - Chairman of NRC Dato Sri Mahmud Abu Bekir Taib 6 / 6 (100%) (Non-Independent, Non-Executive) Datuk Syed Ahmad Alwee Alsree 4 / 6 (67%) (Executive) General (R) Tan Sri Mohd Zahidi Zainuddin 6 / 6 (100%) (Independent, Non-Executive) Datuk Wan Ali Tuanku Yubi 4 / 6 (67%) (Independent, Non-Executive) Datu Michael Ting 6 / 6 (100%) (Independent, Non-Executive) Annual Report 2011 53
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Playing Our Role In Nation-building
Page 3 and 4: CONTENTS 2 3 4 8 13 14 15 20 Perfor
Page 5 and 6: Revenue (RM’000) Profi t before t
Page 7 and 8: “ Dear Shareholders, Group Chairm
Page 9 and 10: Whilst the opportunities for the Gr
Page 11 and 12: 10 Mar 4 May 19 May 26 May 27 Jun 2
Page 13 and 14: 24 Feb 1 Jul 19 Oct 30 Nov 24 Feb 1
Page 15 and 16: ��
Page 17 and 18: Board of Directors Tan Sri Dato’
Page 19 and 20: Y Bhg Dato’ Richard Alexander Joh
Page 21 and 22: Y Bhg Datu Michael Ting Kuok Ngie M
Page 23 and 24: DAVID LING KOAH WI Group General Co
Page 25 and 26: Segmental Analysis Segment Revenue
Page 27 and 28: Clinker CMS Cement owns East Malays
Page 29 and 30: Quarrying CMS Quarries Sdn Bhd and
Page 31 and 32: Construction & Road Maintenance The
Page 33 and 34: The Isthmus Property Development Th
Page 35 and 36: Education CMS Education Sdn Bhd own
Page 37 and 38: Strategic Investment: K&N Kenanga H
Page 39 and 40: CORPORATE RESPONSIBILITY
Page 41 and 42: Engagement & Communication Performa
Page 43 and 44: CMS Concrete Products Clay bricks m
Page 45 and 46: CMS Employees Volunteer in ‘Doing
Page 47 and 48: CSR Highlights Saving Lives Health
Page 49 and 50: Statement of Corporate Governance T
Page 51 and 52: Employees’ Share Option Scheme (
Page 53: Prior to each Board meeting, the Di
Page 57 and 58: Communicating with Shareholders and
Page 59 and 60: Responsibility The Board recognises
Page 61 and 62: Composition The Group Audit Committ
Page 63 and 64: Authority i. The Committee is autho
Page 65 and 66: Utilisation of Proceeds raised from
Page 67 and 68: FINANCIALS
Page 69 and 70: The directors have pleasure in pres
Page 71 and 72: Issue of Shares During the fi nanci
Page 73 and 74: Statement by Directors Pursuant to
Page 75 and 76: Independent Auditors’ Report To t
Page 77 and 78: ASSETS Group Company Note 2011 2010
Page 79 and 80: Statements of Changes In Equity For
Page 81 and 82: Statements of Cash Flows For the fi
Page 83 and 84: Statements of Cash Flows For the fi
Page 85 and 86: Notes to the Financial Statements F
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Notes to the Financial Statements F
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5. Interest income Notes to the Fin
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8. Profi t before tax Notes to the
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10. Directors’ remuneration (cont
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12. Earnings per share (a) Basic ea
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13. Property, plant and equipment (
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14. Prepaid land lease payments Cos
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18. Goodwill Notes to the Financial
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19. Investments in subsidiaries (co
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20. Investments in associates (cont
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22. Deferred tax (contd.) Notes to
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24. Trade and other receivables (co
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25. Other current assets Notes to t
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28. Cash and bank balances (contd.)
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30. CMS Income Securities (contd.)
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30. CMS Income Securities (contd.)
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32. Trade and other payables Notes
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36. Other reserves (contd.) Company
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38. Employee benefi ts (contd.) Not
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39. Commitments (contd.) Notes to t
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40. Contingencies (contd.) (b) Othe
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41. Related party transactions (con
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45. Segment information Notes to th
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46. Dividends Notes to the Financia
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OTHER INFORMATION
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Name of Direct Indirect % of Substa
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List of Properties As at 31 Decembe
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** Land owned by third party Revalu
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Construction & Road Maintenance CMS
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1. To receive the Audited Financial
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Names of Directors who are standing
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Form of Proxy No. of Shares Held: C
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CAHYA MATA SARAWAK BERHAD (Company
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Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

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