The six (6) Independent Non-Executive Directors, including the Chairman, are independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Besides their skills and experience, the Independent Non-Executive Directors are individuals of strong calibre and standing. This ensures that the strategies proposed by the Management are open to constructive challenges and are fully deliberated and examined for the long-term interest of the Group, as well as of the stakeholders. The composition of the Board is further enhanced in terms of gender diversity. This is evident where two (2) out of the five (5) Independent Directors are women. Each individual member of the Board is expected to devote sufficient time to the Company in carrying out their duties and responsibilities. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification includes an indication of time that will be spent on the new appointment. The profiles of the Board members are presented on pages 30 to 39 of this Annual Report. b. Board Meetings and Supply of Information Board Meetings are scheduled in advance of any new financial year to facilitate Directors to plan ahead and fit the year’s meetings into their schedules. The Board meets every quarter and additional meetings are held as and when required. During the financial year ended 31 December 2014, ten (10) Board Meetings were held. All Board members complied with Paragraph 15.05(3)(c) of the MMLR which states that the office of a Director will become vacant if the Director is absent from more than 50% of the total Board meetings held during a financial year. It is a mandatory practice at all the Company’s Board meetings that in the event that any Director is interested in a particular matter to be deliberated by the Board, the Director is required to declare the nature of his interest, whether direct or indirect, prior to the deliberation. The interested Directors are then required to abstain from deliberation and voting on the particular matter. Where necessary, he may also excuse himself from the meeting when the matter is being deliberated. Records of attendance of each Director at Board meetings held in the year under review are as follows:- Director Number of Board Meetings Attended Dato’ Ab. Halim bin Mohyiddin (appointed on 15 January 2015) NA Datuk Manharlal Ratilal 9/10 Mr. Harry K. Menon 10/10 Dato’ Sekhar Krishnan (appointed on 15 January 2015) NA Dato’ Halipah binti Esa 9/10 Datuk Nasarudin Md Idris 10/10 Dato’ Kalsom binti Abd. Rahman 10/10 En. Mohd. Farid bin Mohd. Adnan 8/10 Mr. Lim Beng Choon 9/10 Mr. Yee Yang Chien (appointed on 1 January 2015) NA MISC BERHAD - Annual Report 2014 p 116 STATEMENT ON CORPORATE GOVERNANCE
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