b. Nomination and Remuneration Committee The Nomination and Remuneration Committee (“NRC”) consists of the following members:- Name of Member Designation Directorate 1. YBhg. Dato’ Halipah binti Esa Chairperson Independent Non-Executive Director 2. YBhg. Dato’ Kalsom binti Abd. Rahman Member Independent Non-Executive Director 3. En. Mohd. Farid bin Mohd. Adnan Member Non-Independent Non-Executive Director The functions of the NRC include:- • to assess and recommend the appointment Board members and Board Committee members to the Board. • to conduct annual review of the Board’s required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors and President/CEO should bring to the Board. • to implement a formal process for assessing the effectiveness of the Board as a whole, the Board Committees and also the contribution of each individual Director to the effective decision making of the Board, through an evaluation process. • to make recommendations to the Board on the appointment or extension of Management Committee members’ employment. • to recommend to the Board the remuneration and compensation of the Non-Executive Directors, the President/CEO, Management Committee members and the salary increment and bonus quantum for the Group. The NRC had five (5) meetings during the financial year ended 31 December 2014. YBhg. Dato’ Halipah binti Esa and YBhg. Dato’ Kalsom binti Abd. Rahman attended all the five (5) meetings, whilst En. Mohd. Farid bin Mohd. Adnan attended three (3) of the meetings. Key activities of the NRC during the year are:- i. Conducted the annual Board Performance Evaluation process. The NRC reviewed the Board performance for the financial year ended 31 December 2013 against the KPIs set for the Board and identified certain ways and means to improve Board operations. This included a review of the effectiveness Management responsibilities in supporting the Board to perform its oversight role on risk management and certain aspects of internal control. ii. In line with the Recommendations 3.2 and 3.3 of the Code, a review of the tenure of the Independent Directors who have been with the Company for more than nine (9) years was also conducted, whereupon the Board decided to retain the said Directors as Independent Directors without obtaining shareholders’ approval in view that their independence and professionalism have never been impaired. iii. Deliberations took place on the succession planning plan and policy of the Company. In addition, as part of succession planning of the President/CEO, the NRC deliberated and recommended to the Board that Mr. Yee Yang Chien, Chief Operating Officer and Vice President, Corporate Planning and Development, be appointed as the President/CEO of the Company in place of YBhg. Datuk Nasarudin Md Idris who was retiring. MISC BERHAD - Annual Report 2014 p 120 STATEMENT ON CORPORATE GOVERNANCE
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