STATEMENT ON CORPORATE GOVERNANCE Policy and Strategy A dedicated Special Board meeting is held before the end of the year to focus on deliberations of the Company’s Annual Business Plan and Budget for the following year, including any long-term business plan. Ahead of the Business Plan and Budget meeting, the Board members also participate with the Management in the External Environment Analysis and Sectorial Outlook discussion on the Company’s business together with the budget parameters, capital expenditure and financing plan. The Company’s performance is monitored via a Company Balanced Scorecard which outlines five (5) dimensions for monitoring performance, i.e., Financial, Strategic Initiatives, Operations, Health, Safety & Environment (HSE) and People Development. These dimensions are generally in line with the Annual Business Plan and Budget approved by the Board. The Balanced Scorecard is deliberated at length at the Nomination and Remuneration Committee (“NRC”) prior to the performance year in question, to be approved at the Board. For each dimension, specific weightages are given, along with the ‘Minimum’, ‘Base’ and ‘Stretch’ targets to be met by the Company and President/CEO. These specific performance dimensions are in turn monitored by measurable Key Performance Indicators (“KPIs”) which are reviewed by the Board and given ratings as appropriate. The Board also deliberated on the Company’s revised Succession Planning Policy, which covers the appropriate succession plan for the Company’s Management Committee members and other critical positions within the Company. In addressing the Succession Planning Policy, the Board also deliberated on the necessary developmental plans applicable for Management Committee members. Risk Management & Internal Control The Board acknowledges its overall responsibility for continuous maintenance of a sound risk management framework and internal control to safeguard shareholders’ investment and the Group’s assets. Over and above the quarterly updates by the Board Audit Committee on risk events and mitigation measures at the enterprise level, in 2015 the Board conducted an overall review of the Company’s Risk Management Framework and status of risk management activities to date, including the emerging risks stemming from the depressed oil and gas industry. The Board also ensures that all relevant project and investment risks are deliberated when making such decisions. In relation to reviewing the adequacy and the integrity of the Company’s internal control systems (conducted via the Board Audit Committee), the Board reviewed Related Party Transactions oversight, Conflict of Interest oversight and certain improvements to internal controls and processes as highlighted by the Group Internal Audit. This Company’s Risk Management & Internal Control practice is further elaborated in the Statement on Risk Management and Internal Control in pages 112 to 118 of this Annual Report. Ethics and Compliance The Company observes its own Code of Conduct and Business Ethics (“CoBE”), including the Whistle-blowing Policy and the No Gift Policy. The CoBE is applicable to the Company, its Directors, employees and third parties performing works or services for and on behalf of the Company. It governs the desired standard of behaviour and ethical conducts expected from each individual to whom the CoBE applies. The MISC Anti-Bribery and Corruption Manual also serves to guide the Company in relation to such matters. The Whistleblowing Policy outlines the systems and processes, including support of a Secretariat and a dedicated CoBE hotline for employees to utilise on a strictly confidential basis, for purposes of making reports of non-compliance with the CoBE. In line with the highest standards of integrity expected of the Company’s employees, the Board also reviews material Whistleblowing reports submitted to it. As at 31 December 2015, the Whistle-blowing Secretariat and Whistle-blowing Committee have been operationalised by the Compliance Unit of Legal, Corporate Secretarial & Compliance Department of MISC. REDISCOVER I REBUILD I SUSTAIN 100
RkJQdWJsaXNoZXIy NDgzMzc=