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Statement on
Corporate Governance
I. Board of Directors
Roles and Responsibilities
The Board sets the vision and the strategies of the Company, placing great emphasis on enhancing shareholders’
value and investors’ confidence whilst maintaining a high standard of integrity. The Board also sets the framework
for which the Company shall operate, in particular, the areas of corporate governance, internal controls, risk
management, succession planning, business and investment strategies. The Board puts together its diverse
expertise and experience to render advise and coaching to the Company. Its diverse expertise and experience
also help to effectively monitor implementation of the visions and strategies which have been set.
The full details of the roles and responsibilities of the Board of Directors are captured in the Board Charter. The
Board reviews its roles and responsibilities periodically to ensure that they remain relevant and effective.
Key areas reserved for the Board’s approval include the annual budget, dividend declaration, expenditure beyond
a certain limit, acquisitions/disposals of properties/materials of substantial value, appointment of consultants for
specific assignments and changes to the Management and control structure within the Company.
In year 2012, the Board conducted a review of its budget by comparing against the actual performance year
to date. The Board actively engaged with the Management to discuss transformational initiatives to achieve
key targets set out in 2012 and the future years. Where necessary, alternative steps were taken to ensure
achievement of targets.
The Company has in place a Code of Ethics which governs various aspects of the Company’s business operations,
eg. dealings in securities, dissemination of confidential information and the confidentiality of information,
conflict of interest and standard of acceptable conduct.
Sustainable practices are inherent in the business operations of the Group, particularly at the estates and the
mills. Please refer to the write up titled Review of Operations on pages 17 to 28 for further details of the Group's
sustainability practices.
Board Meetings
In year 2012, the Board of Directors met six times.
The Board of Directors is also pleased to inform that it has appointed Encik Ali bin Adai to join the Board of
the Company as its Independent Non Executive Director on 27 February 2013. Encik Ali bin Adai attended the
Mandatory Accreditation Programme (MAP) on 10 – 11 April 2013.
The Board of Directors continues to remain focused on maintaining good corporate
governance practices in the discharge of its duties and responsibilities towards the
Company and its shareholders. The Board seeks to provide intellectual honesty and
effective leadership which will challenge the Company into greater ethical and
sustainable business performance.
In this statement, the Board conveys its assurance that it is mindful of the principles
and recommendations of theMalaysian Code of Corporate Governance 2012 (MCCG
2012). The Board will constantly review its conduct, processes and procedures to
strive to adhere to the said Code.
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SARAWAK PLANTATION BERHAD
ANNUAL REPORT 2012