The Group’s other business units such as Heavy Engineering Business, Petroleum Business, Integrated Logistics Business and Maritime Education & Training reside in separate companies within the Group and have their own separate corporate governance frameworks that are largely modelled along the lines of the Company’s corporate governance framework. The Board is pleased to disclose the Company’s application of the principles as set out in the Code. BOARD OF DIRECTORS The Group continues to be led by a dynamic Board which plays a vital role in the stewardship of the Group’s strategic direction and operations. Decisions on material matters are reserved for the Board. These include the overall Group strategies and directions, acquisitions and investment or divestment policies, major projects and capital expenditures, budgets and significant financial matters, as well as major human resource policies and oversight over risk management. The Board also monitors the overall performance of the Group. a. Board Composition The Board currently has ten (10) Directors comprising a Chairman who is an Independent Non-Executive Director, five (5) other Independent Non-Executive Directors, three (3) Non-Independent Non-Executive Directors and the President/CEO who is a Non-Independent Executive Director. The Non-Independent Non-Executive Directors are YBhg. Datuk Manharlal Ratilal and En. Mohd. Farid bin Mohd. Adnan, who are nominees of Petroliam Nasional Berhad (“PETRONAS”), and YBhg. Datuk Nasarudin Md Idris. The composition of the Board has seen the following changes since the close of the financial year ended 31 December 2014:- • Effective 1 January 2015, the Company appointed Mr. Yee Yang Chien as its President/CEO to replace YBhg. Datuk Nasarudin Md Idris, who had retired from the Company. YBhg. Datuk Nasarudin Md Idris was re-designated as Non-Independent Non-Executive Director. • Effective 15 January 2015, the Company appointed YBhg. Dato’ Ab. Halim bin Mohyiddin as Independent Non-Executive Director and new Chairman in place of YBhg. Datuk Manharlal Ratilal who continues his directorate as Non-Independent Non-Executive Director. The Company also appointed YBhg. Dato’ Sekhar Krishnan as Independent Non-Executive Director effective 15 January 2015. The composition of the Board is in compliance with Paragraph 15.02 of the MMLR which stipulates at least two (2) or one-third (1/3) of the Board members shall be Independent Directors, whichever is higher. Membership of the Board is drawn from various professional backgrounds, bringing in depth and diversity in experience, expertise and perspectives to guide the Group. To ensure a balance of power and authority and clarity in decision making, there is a clear division of responsibilities between the roles of the Chairman and the President/CEO. As the Chairman, YBhg. Dato’ Ab. Halim bin Mohyiddin is primarily responsible to lead the Board for the orderly conduct and effectiveness of the Board in discharging its responsibilities, whilst Mr. Yee Yang Chien, as the President/CEO, is responsible for the overall operations of the business, organisational effectiveness and the implementation of the Group’s strategies and policies as guided by the Board. The President/CEO is assisted by the Management Committee in managing the Group’s business operations on a day-to-day basis. The Management Committee is responsible in the implementation of the Group’s policy and procedures as well as all strategic decisions of the Board. p 115 MISC BERHAD - Annual Report 2014
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