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Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

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Statement of Corporate Governance<br />

The Company has four (4) principal Board Committees:<br />

(a) Nomination and Remuneration Committee (“NRC”)<br />

The NRC is responsible for:<br />

Membership <strong>to</strong> <strong>the</strong> Board of Direc<strong>to</strong>rs and Board Committees:<br />

• Determining criteria for Board membership and annual review of <strong>the</strong> effectiveness and effi ciency of <strong>the</strong> Board<br />

and its Committees.<br />

• Evaluating and proposing new appointments <strong>to</strong> <strong>the</strong> Board.<br />

• Establishing a succession plan at <strong>the</strong> Board-level and a framework for appointment, development and<br />

succession for Senior Management of <strong>the</strong> Group.<br />

• Recommending appropriate training for Direc<strong>to</strong>rs.<br />

• Ensuring investments of minority shareholders are fairly refl ected on <strong>the</strong> Board.<br />

Remuneration of Direc<strong>to</strong>rs, Board Committees and Senior Management:<br />

• Recommending a policy and framework for performance evaluation and remuneration of <strong>the</strong> Direc<strong>to</strong>rs, both<br />

non-executive and executive, and for Senior Management of <strong>the</strong> Group.<br />

• Evaluating performance procedures and ensuring remuneration packages are competitive and realistic, with<br />

an emphasis on performance.<br />

• Ensuring performance targets are consistent with <strong>the</strong> interests of <strong>the</strong> shareholders and <strong>to</strong> maintain an<br />

appropriate balance between long and short term goals.<br />

The NRC meets at least once a year. Four (4) of <strong>the</strong> six (6) Direc<strong>to</strong>rs on this Committee are Independent Non-<br />

Executive Direc<strong>to</strong>rs. The members of <strong>the</strong> NRC <strong>to</strong>ge<strong>the</strong>r with <strong>the</strong>ir attendance at Committee meetings in 2011 are as<br />

follows:<br />

Name of Direc<strong>to</strong>r Attendance at Meetings (2011)<br />

Y A M Tan Sri Da<strong>to</strong>’ Seri Syed Anwar Jamalullail 6 / 6 (100%)<br />

(Independent, Non-Executive)<br />

- Chairman of NRC<br />

Da<strong>to</strong> Sri Mahmud Abu Bekir Taib 6 / 6 (100%)<br />

(Non-Independent, Non-Executive)<br />

Datuk Syed Ahmad Alwee Alsree 4 / 6 (67%)<br />

(Executive)<br />

General (R) Tan Sri Mohd Zahidi Zainuddin 6 / 6 (100%)<br />

(Independent, Non-Executive)<br />

Datuk Wan Ali Tuanku Yubi 4 / 6 (67%)<br />

(Independent, Non-Executive)<br />

Datu Michael Ting 6 / 6 (100%)<br />

(Independent, Non-Executive)<br />

Annual Report 2011 53

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