The Group’s Heavy Engineering Business resides in a separate company within the Group and has its own separate corporate governance framework that is 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 A. Board Charter 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. In order for the Board to discharge its roles and responsibilities, the Board is guided by the MISC Board Charter that provides the framework in the performance of the Board’s function and duties vis-à-vis the Company and Management. The Board Charter outlines amongst others, Board Roles and Responsibilities, Board Processes, Board Functions and Board Development in order to ensure efficiency in Board performance. The Board Charter is available on the Company’s website at www.misc.com. B. Board Roles and Responsibilities The Board is responsible for providing oversight and stewardship through the following:- • Establishing a strategic plan in line with the Company’s vision, mission and objectives; • Overseeing the conduct and performance of the Company and of the President/CEO against agreed goals and objectives; • Identifying principal risks and ensuring the implementation of appropriate systems to manage the risks; • Ensuring a sound succession plan and continuous development of human capital; • Developing and implementing an investor relations programme; • Reviewing the adequacy and the integrity of the Company’s internal control systems; and • Reviewing the strategic, capital or funding transactions and monitoring execution of these transactions. To facilitate the Board’s effectiveness and the efficient discharge of its duties and responsibilities, the Board is assisted by the Board Committees that operate under clearly defined Terms of Reference. Nevertheless, the Board is ultimately accountable and responsible for the affairs and business of the Company. The Board’s responsibilities are clearly provided in the Board Charter and MISC Limits of Authority (“MISC LOA”) which also outline the demarcation between Board’s and Management’s responsibilities. MISC BERHAD Annual Report 2015 99
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