The Board is cognisant of the recommendation of the Code that the term for Independent NonExecutive Directors should not be more than nine (9) years. In view of this, the Board had through the NRC, actively deliberated on the succession planning of the members of the Board. This had resulted in the appointment of YBhg. Dato’ Ab. Halim bin Mohyiddin as Independent Non-Executive Director and new Chairman, and the appointment of YBhg. Dato’ Sekhar Krishnan as new Independent Non-Executive Director, both effective 15 January 2015. YBhg. Dato’ Sekhar Krishnan was also made a Member of the Board Audit Committee (“BAC”) effective 1 March 2015. With regard to Independent Non-Executive Directors who have served the Company for more than nine (9) years, i.e., Mr. Harry K. Menon, YBhg. Dato’ Halipah binti Esa and YBhg. Dato’ Kalsom binti Abd. Rahman, the Board believes that their independence has never been compromised and they have diligently delivered the duties and responsibilities as expected of them, including in protecting the minority shareholders’ interest. The Board is of the opinion that Mr. Harry K. Menon, YBhg. Dato’ Halipah binti Esa and YBhg. Dato’ Kalsom binti Abd. Rahman would continue to be professional and will discharge their duties and responsibilities as Independent Non-Executive Directors of the Company. All the Independent Non-Executive Directors have also completed the independent directors’ selfassessment checklist as provided by the Bursa Securities’ Corporate Governance Guide (2nd Edition). Apart from being on the Board for more than nine (9) years, for Mr. Harry K. Menon, YBhg. Dato’ Halipah binti Esa and YBhg. Dato’ Kalsom binti Abd. Rahman, there exist no other elements that would compromise their independence. e. Directors’ Remuneration The NRC is responsible for reviewing and recommending to the Board the Director’s remuneration in line with the responsibilities and contributions made for the year. In line with the Code, the Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. With the exception of the President/CEO, all Non-Executive Directors are paid Directors’ fees which are subsequently approved by the shareholders at the AGM. However, all payments of Directors’ fees for executives of PETRONAS with the positions of Vice President and above, representing PETRONAS on the boards of PETRONAS’ subsidiaries/associated companies,are treated as management fees and are paid directly to PETRONAS. The Company paid RM246,000 as management fees to PETRONAS during the financial year ended 31 December 2014 in respect of Directors’ fees and meetings attendance allowances for Datuk Manharlal Ratilal and En. Mohd. Farid bin Mohd. Adnan. MISC BERHAD - Annual Report 2014 p 118 STATEMENT ON CORPORATE GOVERNANCE
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