Nestle Corporate Profile

Topics: Board of directors, Corporate governance, Executive director Pages: 384 (35751 words) Published: February 5, 2014
2012
CORPORATE GOVERNANCE & FINANCIAL REPORT

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Nestlé (Malaysia) Berhad 110925-W

Inside
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Corporate Governance Statement

18 Statement on Risk Management and Internal Control
22 Audit Committee Report
24 Terms of Reference of the Audit Committee
26 Financial Calendar
26 Share Performance
27 Group Financial Highlights
28 5 Years’ Statistics
29 Financial Charts
30 Directors’ Report
34 Statements of Financial Position
35 Statements of Profit or Loss and
Other Comprehensive Income
36 Consolidated Statement of Changes in Equity
37 Statement of Changes in Equity
38 Statements of Cash Flows
40 Notes to the Financial Statements
89 Statement by Directors
89 Statutory Declaration
90 Independent Auditors’ Report
92 Shareholdings Statistics
94 List of Properties Held

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Nestlé (Malaysia) Berhad 110925-W

Corporate Governance Statement

Throughout the years, Nestlé [Malaysia]
Berhad and its Board of Directors
[“Board”] has been resolute in ensuring
that the Group’s business and affairs
are in strict adherence to the doctrine
and principles of good corporate
governance such as integrity,
transparency, accountability and
responsible business conduct.
Being a subsidiary of Nestlé S.A.,
of Vevey, Switzerland, the Group
has adopted the “Corporate Governance
Principles” of its holding company as the
basis of its best practices in corporate
governance. The principles of corporate
governance as practised by the Group
cover mainly 4 [four] areas, as follows:


The rights and responsibilities of
shareholders;



The equitable treatment of
shareholders;

PRINCIPLE 1 – ESTABLISH CLEAR
OF THE BOARD OF DIRECTORS
AND MANAGEMENT

Principal Responsibilities of the
Board of Directors
The Board directs the Group’s risk
assessment, strategic planning,
succession planning and financial and
operational management to ensure that
obligations to shareholders and other
stakeholders are understood and met.
The Board provides the leadership
necessary to enable the Group’s business
objectives to be met within the framework
of internal controls as described in this
Statement.
Broadly, the Board assumes the following
principal responsibilities in discharging its
fiduciary and leadership functions:
reviewing and adopting a strategic
plan for the Group, including giving
inputs to address the sustainability of
the Group’s business;
overseeing the conduct of the
Group’s business, including the
Group’s and Management Team’s
performance, and evaluating whether
or not its businesses are being
properly managed;



identifying principal business risks
faced by the Group and ensuring
the implementation of appropriate
internal controls and mitigating
measures to address such risks;



ensuring that all candidates
appointed to senior management
positions are of sufficient calibre,

The duties and responsibilities of
Directors; and









Disclosure and transparency.

This corporate governance statement
[“Statement”] sets out the adoption
and practices of the above principles
of corporate governance as well as the
application of the 8 Principles and
26 Recommendations of the Malaysian
Code on Corporate Governance 2012
[“MCCG 2012”], relevant chapters of
the Main Market Listing Requirements
[“Listing Requirements”] of Bursa
Malaysia Securities Berhad [“Bursa”]
on corporate governance and the
internal requirements as codified in the
Nestlé Code of Business Conduct.

including having in place a process
to provide for the orderly succession
of senior management personnel
and members of the Board;

ROLES AND RESPONSIBILITIES



giving inputs to the development
and implementation of an investor
relations programme and stakeholder
communications policy; and



reviewing the adequacy and integrity
of the Group’s internal control and
management information systems,
including systems for compliance
with applicable...
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