Health, Safety and Environment (“HSE”) The Board is committed to giving attention to strategies relating to HSE and compliance with the relevant laws, rules and regulations. The Board also places emphasis on the formulation of strategies to promote sustainable development in areas covering economics, environment and social development. C. Board Composition and Balance The Board currently has 9 Directors comprising a Chairman who is an Independent Non-Executive Director, 4 other Independent Non-Executive Directors, 3 NonIndependent Non-Executive Directors and the President/ CEO who is a Non-Independent Executive Director. The Non-Independent Non-Executive Directors are YBhg. Datuk Manharlal Ratilal and En. Mohamed Firouz Asnan, who are nominees of Petroliam Nasional Berhad (“PETRONAS”), and YBhg. Datuk Nasarudin Md Idris who is the former President/CEO of the Company. The composition of the Board has seen the following changes since the last Annual General Meeting (“AGM”) of the Company:- • Mr. Harry K. Menon resigned as an Independent Non-Executive effective 28 May 2015 due to the implementation of Directors’ succession planning in relation to Independent Directors. His chairmanship on the Board of Audit Committee was assumed by YBhg. Dato’ Sekhar Krishnan. • Effective 1 October 2015, the Company appointed En. Mohamed Firouz Asnan as Non-Independent Non-Executive Director and nominee of PETRONAS in place of En. Mohd. Farid Mohd. Adnan due to certain changes of management portfolio in PETRONAS. The composition of the Board is in compliance with Paragraph 15.02 of the MMLR which stipulates at least 2 or one-third of the Board members shall be Independent Directors, whichever is higher. Membership of the Board is drawn from various professional backgrounds, bringing depth and diversity in experience, expertise and perspectives to guide the Group. To ensure a balance of power and authority and clarity in decision making, there is a clear division of responsibilities between the Chairman and the President/ CEO. Each individual member of the Board is expected to devote sufficient time to the Company in carrying out their duties and responsibilities. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification includes an indication of time that will be spent on the new appointment. The profiles of the Board members are presented on pages 28 to 36 of this Annual Report. Chairman In line with Recommendation 3.5 of the Code, the Chairman of the Company is an Independent NonExecutive Director. As the Chairman, YBhg. Dato’ Ab. Halim Mohyiddin is primarily responsible to lead the Board for the orderly conduct and effectiveness of the Board in discharging its responsibilities. This includes setting the agenda, style and tone of Board’s discussions so as to promote constructive debate and effective decision-making, and leading all Board meetings and general meetings. He also has the discretion to determine whether additional Board Committees are required to support the Board’s role and ensuring the effectiveness of such Committees. President/CEO Mr. Yee Yang Chien, the President/CEO, is responsible for the overall operations of the business, organisational effectiveness as well as coordinating the development and implementation of policies and business strategies, as guided and approved by the Board. He is also responsible for developing and translating the policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. MISC BERHAD Annual Report 2015 101
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