The agenda and full set of Board Papers are distributed prior to Board Meetings to ensure that Directors have sufficient time to read and be prepared for discussion at the meetings. Comprehensive and balanced financial and non-financial information are encapsulated in the papers covering amongst others, strategic and operational issues, financial and governance matters, regulatory and marketing matters, risk factors, human resource issues and any other issues as identified by the Board. Minutes of Board Meetings which include a record of the decisions and resolutions of the Board Meetings are properly maintained by the Company Secretary. The Directors have full access to the advice and services of the Company Secretary who is responsible for ensuring that Board Meeting procedures are followed. The Company Secretary also serves and advises the Board on matters relating to compliance with relevant laws, rules, procedures and regulations affecting the Board and the Group, as well as best practices on corporate governance. c. Company Secretaries To ensure the effective functioning of the Board, all Directors have direct access to the advice and services of the Company Secretaries. The Company Secretaries play an advisory role to the Board in relation to compliance with relevant laws, rules, regulations and governance best practices, boardroom effectiveness and Directors’ duties and responsibilities. The Company Secretaries ensure that deliberations at meetings of the Board and Board Committees are properly captured, minuted and communicated to relevant management for necessary action. d. Appointment and Re-election of Directors The Nomination and Remuneration Committee (“NRC”) has the responsibility in making recommendations for new appointments to the Board. In making these recommendations, the NRC assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies and other necessary qualities, before recommending potential new Directors to the Board for appointment. In accordance with Article 95 of the Company’s Articles of Association (“the Articles”), all Directors who are newly appointed to the Board shall hold office until the next Annual General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. Article 97 of the Company’s Articles also provide that at least one-third (1/3) of the Directors shall retire from office by rotation at least once in every three (3) years but shall be eligible for re-election. At the forthcoming AGM, YBhg. Dato’ Ab. Halim bin Mohyiddin, YBhg. Dato’ Sekhar Krishnan and Mr. Yee Yang Chien are retiring pursuant to Article 95 of the Articles as they are newly appointed to the Board after the last AGM and being eligible, have offered themselves for re-election. Meanwhile, YBhg. Dato’ Halipah binti Esa and Mr. Lim Beng Choon are retiring pursuant to Article 97 of the Articles and being eligible, have also offered themselves for re-election. The re-election of Directors is also regulated by the provision of Section 129(6) of the Companies Act, 1965 which provides that Directors over seventy years of age are to retire at every AGM and may offer themselves for re-election. However, none of the Company’s Directors has reached seventy years of age as at the date of this Annual Report. A retiring Director shall retain office until the close of the general meeting at which he or she retires. p 117 MISC BERHAD - Annual Report 2014
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