Updates @2:15 pm on 28-6-2012: Yours truly has been reliably informed that Tan Sri Azman Yahya of SCOMI is still holding on to the directorship of MAS despite the unhappiness expressed by the shareholders during the MAS AGM on 21-6-2012. Can someone in MAS help with more information on the IT related contracts?
Below are the excerpts from MAS Annual Report 2011.
The following Statement of Corporate Governance outlines the manner in which MAS has complied with the principles and best practices of the Malaysian Code on Corporate Governance (revised 2007).
The Board of Directors
Roles and Responsibilities
The Board is responsible for determining the Company’s long-term direction, business objectives and strategy. The Board adopts a formal schedule to decide on matters requiring its approval. This covers:
- A review and adoption of long-term objectives and strategy, capital and funding requirements, operating plans, major investments and disposals, financial statements and dividends.
- Succession planning for senior management.
- Ensuring that the Company has adequate resources to meet its objectives.
- Ensuring that an effective safety and risk management system is maintained.
- Monitoring the Company’s performance and ensuring that it acts ethically and meets its responsibilities to all stakeholders
Category of Directors
1 Non-Independent and Non-Executive Chairman
2 Executive Directors
4 Non-Independent and Non-Executive Directors
4 Independent and Non-Executive Directors
There are a total of 11 Directors.
The Non-Executive Directors provide a mix of related industry-specific knowledge as well as broad government, business and commercial experience. Non-Executive Directors do not participate in the day-to-day management of the Company and are free from any relationship that could interfere with their ability to exercise independent judgement and act in the best interests of the Company and its shareholders.
The Board believes that its present structure and composition satisfactorily reflects the investment of its shareholders, and serves to provide clear and effective leadership to the Group.
The number of Directors whose total remuneration during the financial year within the following bands is:
2 Executive Directors Salaries & other emoluments: RM2,726,000 and Benefits: RM1,029,000 Total: RM3,755,000
9 Non Executive Director Salaries & Emoluments: RM721,000
Total Director salaries, emoluments and benefits RM4, 476,000
The number of Directors whose total remuneration during the financial year within the following bands is:
Executive directors:
1 director below RM500,000 (If we were to take RM500,000 a year, the monthly salary is RM83,333-00)
1 director RM500,001 to RM1,000,000 (If we were to take RM1 million a year, the monthly salary is RM42,667-00)
1 director RM2,500,001 to RM3,000,000 (If we were to take RM3 million a year, the monthly salary is RM250,000.00)
(The total yearly remunerations for three executive directors cost MAS RM4.5 million!)
Non-executive directors:
19 directors below RM50,000
3 directors RM50,001 to RM100,000
2 directors RM100,001 to RM150,000
(19 directors were inclusive of the directors prior to 9-8-2011, when the MAS – AirAsia share swap was inked by Tan Sri Azman Mokhatr MD of Kazanah and Tan Sri Tony Fernandes.)
The Board has chosen not to disclose remuneration of Directors on an individual basis as suggested by the Malaysian Code on Corporate Governance (revised 2007) as the Board believes that such information will not add significantly to the understanding and evaluation of the Group’s standards of corporate governance.
- Datuk Mohamed Azman bin Yahya
- Tan Sri Dr. Wan Abdul Aziz bin Wan Abdullah
- Mohammed Rashdan bin Mohd Yusof
- Ahmad Jauhari bin Yahya (appointed on 19 September 2011)
- Tan Sri Dr. Anthony Francis Fernandes (appointed on 11 August 2011)
- Dato’ Kamarudin bin Meranun (appointed on 11 August 2011)
- David Lau Nai Pek (appointed on 9 August 2011)
- Tan Sri Tan Boon Seng @ Krishnan (appointed on 9 August 201)
- Dato’ Rohana binti Tan Sri Datuk Haji Rozhan (appointed on 9 August 2011
- Tan Sri Nik Awang @ Wan Azmi bin Wan Hamzah (appointed on 9 August 2011)
- Tan Sri Md Nor bin Md Yusof (appointed on 1 August 2011)
- Tengku Dato’ Sri Azmil Zahruddin bin Raja Abdul Aziz (resigned on 9 August 2011)
- Keong Choon Keat (resigned on 8 August 2011)
- Martin Gilbert Barrow (resigned on 8 August 2011)
- Datuk Amar Haji Mohamad Morshidi bin Abdul Ghani (appointed on 27 June 2011, resigned on 8 August 2011)
- (ceased as alternate director to Datuk Amar Wilson Baya Dandot on 27 June 2011)
- Datuk Sukarti bin Wakiman (appointed on 22 March 2011, resigned on 8 August 2011) Datuk Seri Panglima Mohd. Annuar bin Zaini (resigned on 7 August 2011)
Dato’ N. Sadasivan A/L N.N. Pillay (resigned on 7 August 2011)
Tan Sri Dr. Mohd Munir bin Abdul Majid (resigned on 31 July 2011) - Datuk Amar Wilson Baya Dandot (resigned on 27 June 2011)
- Datuk Haji Yusoff @ Hunter bin Datuk Haji Mohamed Kasim (resigned on 22 March 2011)
- Eshah binti Meor Suleiman (alternate to Tan Sri Dr. Wan Abdul Aziz bin Wan Abdullah) (appointed on 25 November 2011)
- Datuk Dr. Rahamat Bivi binti Yusoff (alternate to Tan Sri Dr. Wan Abdul Aziz bin Wan Abdullah) (appointed on 1 June 2011, resigned on 18 October 2011)
- Datu Haji Ismawi bin Haji Ismuni (alternate to Datuk Amar Haji Mohamad Morshidi bin Abdul Ghani) (appointed on 27 June 2011, ceased as alternate director on 8 August 2011)
- Datuk Pengiran Hassanel bin Pg. Mohd Tahir (alternate to Datuk Sukarti bin Wakiman) (appointed on 22 March 2011, ceased as alternate director on 8 August 2011)
- Dato’ Puteh Rukiah binti Abd Majid (alternate to Tan Sri Dr. Wan Abdul Aziz bin Wan Abdullah) (resigned on 1 June 2011)
- Dato’ Haji Abdul Rahman bin Haji Abdul Ghani (alternate to Datuk Haji Yusoff @ Hunter bin Datuk Haji Mohamed Kasim) (ceased as alternate director on 22 March 2011)
Whistle Blower policy
Corporate Approving Authority Manuals
A re-compilation of the existing Corporate Approving Authority Manual (CAAM) for ease of reference and compliance was made in early 2012. It is important that the CAAM is reviewed continuously to maintain its relevance with organisational and industry changes. The Station Approving Authority Manual (SAAM) and System-wide Station Internal Control Manual (SSICM) complement the CAAM in defining authority levels and accountability for business activities at the stations. As a pivotal internal control mechanism, the CAAM seeks to promote greater managerial discipline, accountability and transparency in the performance of identified operational and management decision-making activities.
Under Material Contracts
It would appear that the lope sided catering agreement dated 25-9-2003 between MAS and LSG Sky Chef Brahim’s Sdn Bhd for 25 years totaling RM6.25 billion was not disclosed under this category.
